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 (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if 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, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth fifteenth calendar day following the Shares Share 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 (yii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 .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, stock dividend distribution of member interests 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; providedprovided further, however, that if if, following 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, then there must be Continuing Directors in office and such authorization shall require the concurrence occurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after and following the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority expiration of the directors right of the Company in office at the commencement of such solicitation or initiative if redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of Common Shares in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would that did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 (xi) the close of business on the tenth calendar day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of on or after the circumstances set forth in clause (x) or (y) belowtime 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 the such Continuing Directors: (x) such authorization occurs on or after . In the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in event a majority of the directors Board of Directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority changed by vote of the directors stockholders of the Company has determined in good faith) Company, the Rights shall not be redeemable for a period of 10 Business Days after the date that the new directors so elected take office and it shall be a condition to such Person (redemption that any tender or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in exchange offer then outstanding be kept open within such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event10 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 Stock (based on the "Current Market Price" of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) belowof this proviso, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (x) such authorization occurs on or after ; and provided further, however, that if, following the Share occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or (y) such authorization occurs on or after the date otherwise disposed of a change (resulting from a proxy number of Common Shares in one transaction or consent solicitation series of transactions, not directly or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (ywith 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 outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that the Board may not redeem any Rights following an Adverse Person Event; and provided, further, that if the Board of Directors of the Company authorizes redemption of the Rights in either of at or after the circumstances set forth in clause (x) or (y) belowtime 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 the such Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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 Stock (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. 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 (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (ywith 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 outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption ---------- Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that the Board may not redeem any Rights following ----- -------- ------- an Adverse Person Event; and provided, further, that if the Board of Directors of the Company authorizes -------- ------- redemption of the Rights in either of at or after the circumstances set forth in clause (x) or (y) belowtime 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 the such Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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 Stock (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. 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 (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights for cash at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, and the Company mayHOWEVER, 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there such authorization must be Continuing Directors in office and such authorization shall require the concurrence of approved by a majority of the Continuing Independent Directors, if any, then in office and approved by a Supermajority Vote: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person or an Adverse Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors Board of Directors of the Company has determined in good faith) that such Person 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 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 Stock in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% of the outstanding shares of Common Stock, 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.

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 (xi) the close of business on the tenth calendar day Business Day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day Business Day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). If, following the occurrence of a Stock Acquisition Date and following the Company may, at its option, pay expiration of the Redemption Price either in shares right of its Common Stock (valued at their Current Market Price as defined redemption hereunder but prior to the occurrence of any event specified in Section 11(d)(i13 hereof, (A) on the date of the redemption), other securities, cash or other assets; provided, however, that if 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, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of any event specified in Section 13 hereof such that such Person is thereafter a Triggering EventBeneficial Owner of 10% or less of the outstanding Common Stock and (B) there are no other Persons, immediately following the occurrence of the event described in clause (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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board of Directors of the Company.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .00512 per Right (which amount represents the redemption price of $.01 set forth in the Original Rights Agreement, adjusted for stock splits occurring between the date of the Original Rights Agreement and the date hereof), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on Common Shares in one transaction or after the Share Acquisition Date series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights for cash at a redemption price of $.001 .000001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, and the Company mayHOWEVER, 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors in office and such authorization shall require the concurrence affirmative vote of a majority at least 80% of the Continuing Directorsmembers of the Board of Directors of the Company: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person or an Adverse Person or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors Board of Directors of the Company has determined in good faith) that such Person 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 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 Stock in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% of the outstanding shares of Common Stock, 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"), ”) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the “current market price”, as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on Common Shares in one transaction or after the Share Acquisition Date series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i11(d) on the date of the redemption), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (x) or (y) below, below then there must be Continuing Independent Directors in office and such authorization shall require the concurrence of a majority of the Continuing Independent Directors: (x) such authorization occurs on or after the Share Shares Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in the composition of a majority of the directors Board of Directors of the Company from the Board that was in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors 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. 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date)) (in either event, or subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (yii) the Final Expiration Date, cause the Company to redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”), 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, however, that if the Rights may not be redeemed following any merger to which the Company is a party that (A) occurs when there is an Acquiring Person and (B) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors and (y) prior to such merger by the stockholders of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause at a stockholders’ meeting (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventnot by written consent). 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The 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 (xi) the close of business on the tenth calendar day Business Day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day Business Day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if 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, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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 Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors 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, if, within 180 days of a public announcement by a third party of an intent or proposal to engage (without the current and continuing concurrence of the Board) in a transaction involving an acquisition of or business combination with the Company or otherwise to become an Acquiring Person, there is an election of Directors (whether at one or more stockholder meetings and/or pursuant to written stockholder consent) resulting in a majority of the Board of Directors being comprised of persons who were not nominated by the Board of Directors in office immediately prior to such election, then following the effectiveness of such election for a period of 180 days (the "Special Period") the Rights, if otherwise then redeemable absent the provisions of this paragraph (c), shall be redeemable upon either of the following conditions being satisfied, but not otherwise: (A) by a vote of a majority of the Directors then in office, provided that (I) before such vote, the Board of Directors shall have implemented the Value Enhancement Procedures (as defined below) and (II) promptly after such vote, the Company publicly announces such vote and (a) the manner in which the Value Enhancement Procedures were implemented, (b) any material financial, business, personal or other benefit or relationship (an "Interest") which each Director and each Affiliate of such Director (identifying each Director and Affiliate separately in relation to each such Interest) has in connection with any suggested, proposed or pending transaction with or involving the Company (a "Transaction"), or with any other party or Affiliate of any other party to a Transaction, where such Transaction would or might, or is intended to, be permitted or facilitated by redemption of the Rights (an "Affected Transaction"), other than treatment as a shareholder on a pro rata basis with other shareholders or pursuant to compensation arrangements as a director or employee of the Company or a subsidiary which have been previously disclosed by the Company, (c) the individual vote of each Director on the motion to redeem the Rights, and (d) the statement of any Director who voted for or against the motion to redeem the Rights and desires to have a statement included in such announcement, or (B) if clause (A) is not applicable, by a vote of a majority of the Directors then in office, provided that (I) if there is a challenge to the Directors' action approving redemption and/or any related Affected Transaction as a breach of the fiduciary duty of care or loyalty, the Directors, solely for purposes of determining the effectiveness of such redemption pursuant to this clause (B), are able to establish the entire fairness of such redemption and, if applicable, such related Affected Transaction, and (II) the Company shall have publicly announced the vote of the Board of Directors approving such redemption and, if applicable, such related Affected Transaction, which announcement shall set forth the information prescribed by clauses (A) (II) (b), (c) and (d) above. "Value Enhancement Procedures" shall mean: (1) the selection by the Board of Directors of an independent financial advisor (the "Independent Advisor") from among financial advisors which have national standing, have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any

Redemption and Termination. (a) (i) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend 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"), at any time prior to the earlier of (x) the occurrence of a Section 11(a)(ii) Event and (y) the Final Expiration Date. The Company may, at its option, pay the Redemption Price either in cash, shares of its Common Stock (valued at their based on the Current Market Price as defined in Section 11(d)(i) on the date of the Common Stock at the time of redemption), or any other securitiesform of consideration deemed appropriate by the Board of Directors of the Company. In addition, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of may, at its option, at any time following the Rights in either of the circumstances set forth in clause (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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 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 time holders) an Acquiring Person or any Affiliate or Associate of an Acquiring Person or (y)(1) if and for so long as the Company's right Acquiring Person is not thereafter the Beneficial Owner of redemption hereunder has expired15% 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 then in office may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day Business Day following the Shares Acquisition Date date any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or if of any Subsidiary of the Shares Acquisition Date shall have occurred prior Corporation, any Exempted Person or any Person or entity organized, appointed or established by the Corporation for or pursuant to the Record terms of any such plan), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the close Beneficial Owner of business on 10% or more of the tenth day following total combined voting power of the Record Date)Common Shares then outstanding, or (yii) 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 outstanding Rights at a redemption price of $.001 .01 per Right as Right, appropriately adjusted to reflect any stock share split, stock dividend share dividend, combination of Common Shares or similar transaction occurring after the date hereof Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, and however, if the Company Corporation is then restricted or prohibited from paying the Redemption Price in cash, then the Corporation may, at its option, pay the Redemption Price either in shares by delivery of its such other consideration, including without limitation, Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date Shares or units of the redemption), Common Shares and/or other securities, cash or other assets; provided, however, that if the Board of Directors property or assets of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) Corporation, or (y) belowa combination thereof, then there must be Continuing Directors in office and such authorization shall require the concurrence of as a majority of the Continuing Directors: (x) Directors determine in their sole discretion to be a fair and equivalent Redemption Price, which determination shall be final and binding. Immediately upon the taking of such authorization occurs on or after action ordering the Share Acquisition Date or (y) such authorization occurs on or after the date redemption of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority all of the directors Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the Company in office at the commencement holders of such solicitation or initiative if Rights so redeemed shall be to receive the Redemption Price (without the payment of any Person who is a participant in interest thereon). Within 10 days after such solicitation or initiative has stated (or if action ordering the redemption of all of the Rights, 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 commencement of such solicitation or initiative a majority registry books of the directors Rights Agent or, prior to the Distribution Date, on the registry books of the Company has determined transfer agent for the Common Shares. Any notice which is mailed in good faith) that the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such Person (or any notice of its Affiliates or Associates) intends to take, or may consider taking, any action redemption will state the method by which would result in such Person becoming an Acquiring Person or which would cause the occurrence payment of a Triggering Eventthe Redemption Price will be made. 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i11(d) on the date of the redemptionredemp- tion), other securities, cash or other assets; provided, howeverhow- ever, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (x) or (y) below, below then there must be Continuing Indepen- dent Directors in office and such authorization shall require the concurrence of a majority of the Continuing Independent Directors: (x) such authorization occurs on or after the Share Acquisition Shares Acquisi- tion Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in the composition of a majority of the directors Board of Directors of the Company from the Board that was in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors Board of Directors of the Company Com- pany 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. 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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. 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date)) (in either event, or subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”), 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, however, that if the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) or and (y) below, then there must be Continuing Directors in office and prior to such authorization shall require merger by the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors stockholders of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated stockholders’ meeting (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventand not by written consent). 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The 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 (xi) the close of business on the tenth calendar business day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred occurred, prior to the Record Date, the close of business on the tenth business day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, 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, however, that if the Board of Directors may not redeem any Rights following its declaration that any person is an Adverse Person. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (x) a person who is an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on shares of Common Stock in one transaction or after the Share Acquisition Date series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (y) there are no other Persons, immediately following the occurrence of the event described in clause (x), 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 Stock (based on the "current market price", as defined in Section 11(d) hereof, of the Common Stock at the time of redemption or any other form of consideration deemed appropriate by the Board of 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 (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), ) or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following 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 expiration of the redemption), other securities, cash or other assets; provided, however, that if the Board right of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in pursuant to clause (xi) or of this Section 23(a) but prior to any Triggering Event, (yi) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash or any other assetsform of consideration deemed appropriate by the Board of Directors; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on Common Shares in one transaction or after the Share Acquisition Date a series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

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 (xi) the close Close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business Business on the tenth day following the Record Date), Stock Acquisition Date or (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if if, after the Board of Directors Stock Acquisition Date and after the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but before any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (a series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately 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 24. 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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price based on the "current market value", as defined in Section 11(d)(ill(d)(i) on the date hereof, of the shares of Common Stock at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of and such authorization occurs on or after the circumstances set forth in clause (x) or (y) below, 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 the such Continuing Directors: (x) such authorization occurs on or after ; provided, further, however, that if, following the Share occurrence of a Stock Acquisition Date or (y) such authorization occurs on or after and following the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority expiration of the directors right of the Company in office at the commencement of such solicitation or initiative if redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transaction", not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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)(iill(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day Business Day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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, or (ii) during the period in which the Company's right of redemption shall have been reinstated under Section 30 hereof.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date)) (in either event, or subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”), 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, however, that if the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) or and (y) below, then there must be Continuing Directors in office and prior to such authorization shall require merger by the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors stockholders of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventstockholders’ 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The 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, by action of a majority of the whole Board of Directors at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if there is an Acquiring Person 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 Associates of an Acquiring Person (including the Acquiring Person as a designee of the Acquiring Person, or (ii) following any merger to which the Company is a party that was not approved (x) prior to the time such Person became an Acquiring Person, by the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) or and (y) belowprior to such merger, then there must be Continuing Directors in office and such authorization shall require by the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors shareholders of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventshareholders' 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend divided 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, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar fifteenth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth fifteenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, 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, however, that if the Board of Directors of the Company authorizes redemption of the may not redeem any Rights in either of the circumstances set forth in clause (xfollowing a determination pursuant to Section 11(a)(ii)(B) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if that any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventAdverse 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (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 (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or within one year after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. 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 Stock (based on the Current Market Price, as defined in Section 11(d)(i), of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar fifteenth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth fifteenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, 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, however, that if the Board of Directors of the Company authorizes redemption of the may not redeem any Rights in either of the circumstances set forth in clause (xfollowing a determination pursuant to Section 11(a)(ii)(B) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if that any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventAdverse 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (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 (xi) the close of business on the tenth calendar day Business Day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day Business Day following the Record Date), ) or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0l per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of less than 15% of the outstanding shares of Common Stock, 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 Stock (based on the "current market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. If so designated by the Board, payment of the 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 (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (x) or (y) below, below then there must be Continuing Independent Directors in office and such authorization shall require the concurrence of a majority of the Continuing Independent Directors: (x) such authorization occurs on or after the Share Shares Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its their option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, -------- that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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 24. 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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its their option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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 24. 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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

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 (xi) the close of business on the tenth calendar day Business Day following notice to the Shares Board of Directors of the occurrence of the Stock Acquisition Date (or if such later date as may be determined by a majority of the Shares Acquisition Date Continuing Directors; provided, however, that such date shall have occurred prior to not be extended at such time as the Record Date, the close of business on the tenth day following the Record DateRights are not then redeemable), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if if, following the occurrence of 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock or Voting Securities representing 10% or less of Total Voting Power, and (ii) there are 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 of the Company authorizes redemption of the may not redeem any Rights in either of the circumstances set forth in clause (xfollowing a determination pursuant to Section 11(a)(ii)(B) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if that any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventAdverse 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (ywith the concurrence of a majority of Continuing Directors), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption ---------- Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that the Board may not redeem any Rights following ----- -------- ------- an Adverse Person Event and provided, further, that if the Board of Directors of the Company authorizes -------- ------- redemption of the Rights in either of at or after the circumstances set forth in clause (x) or (y) belowtime 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 the such Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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 Stock (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. 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 (xi) the close of business on the tenth calendar day Business Day following notice to the Shares Board of Directors of the occurrence of the Stock Acquisition Date (or if such later date as may be determined by a majority of the Shares Acquisition Date Continuing Directors; provided, however, that such date shall have occurred prior to not be extended at such time as the Record Date, the close of business on the tenth day following the Record DateRights are not then redeemable), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if if, following the occurrence of 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock 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 of the Company authorizes redemption of the may not redeem any Rights in either of the circumstances set forth in clause (xfollowing a determination pursuant to Section 11(a)(ii)(B) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if that any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventAdverse 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar twentieth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth twentieth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). In addition, 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, however, that if the Board of Directors of the Company authorizes redemption 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 either 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, 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, Affiliate or Associate. If, following the occurrence of a Stock Acquisition Date and following the expiration of the circumstances set forth in clause right of redemption hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day (as such period may be extended pursuant to the provisions of Section 27 hereof) following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the such Redemption Price either to be payable in cash, shares of its Common Stock (valued at their Current Market Price based on the "current market price," as defined in Section 11(d)(i11(d) on the date hereof, of the Common Stock at the time of redemption), ) or such other securities, cash or other assetsform of consideration as may be deemed appropriate by the Board of Directors of the Company; provided, however, that if following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 5% or less of the outstanding shares of Common Stock, 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes -------- redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing DirectorsDirectors then in office: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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, or (ii) during the period in which the Company's right of redemption shall have been reinstated under Section 30 hereof.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock Acquisition Date (or or, if the Shares 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.005 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if 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, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, 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, by action of its Board of Directors at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have has occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION 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, however, that 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 of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directorsfollowing circumstances: (xi) such authorization occurs on or after the Share Acquisition Date time any Person becomes an Acquiring Person or an Adverse Person, or (yii) such authorization occurs on or after the date time of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or, if on or if upon after the commencement of such solicitation or initiative solicitation, a majority of the directors 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, or reserves any right to take, any action which that would result in such Person becoming an Acquiring Person or which that would cause the occurrence of a Triggering Event; provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption under this SECTION 23 but prior to any Triggering Event, (x) all Acquiring Persons and Adverse Persons 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 or the Company (with the approval of the Requisite Majority) has issued additional equity securities, in either instance such that each Acquiring Person and Adverse Person is thereafter a Beneficial Owner of less that 10% of the outstanding shares of Common Stock, and (y) there is no other Acquiring Person or (in the good faith judgment of a Requisite Majority) Adverse Person immediately following the occurrence of the event described in CLAUSE (x), then the right of redemption will 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 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, in cash, shares of Common Stock (based on the Current Market Price as defined in SECTION 11(d)(i), of the Common 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 (xi) the close of business on the tenth calendar day twentieth Business Day following the Shares Stock Acquisition Date (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 Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record DateRights are not then redeemable), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if if, following the occurrence of 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of less than 10% of the outstanding shares of Common Stock 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 of the Company authorizes redemption of the may not redeem any Rights in either of the circumstances set forth in clause (xfollowing a determination pursuant to Section 11(a)(ii)(B) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if that any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventAdverse 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors.

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 (x) the close of business on the tenth calendar day following the Shares Share Acquisition Date (or if the Shares Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), ) or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.0025 per Right as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the 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, however, that if, following the occurrence of a Share Acquisition Date but prior to any event 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 of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause its discretion taking into account all such factors as it deems relevant; (xii) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 shall have transferred or otherwise disposed of a number of shares of Common Stock in a transaction, or series of transactions, which would cause did not result in the occurrence of a Triggering Event. Notwithstanding anything contained in this Agreement to Event such that such Person is thereafter a Beneficial Owner of 10 percent or less of the contraryoutstanding shares of Common Stock of the Company, (iii) there are no other Persons, immediately following the Rights shall not be exercisable after the first occurrence of the event described in clause (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 Section 11(a)(ii) Event until such time as transaction, or series of transactions, which directly or indirectly involved the Company's Company or any of its Subsidiaries, then the right of redemption hereunder has expiredshall be reinstated and thereafter be subject to the provisions of this Section 23.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar twentieth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth twentieth day following the Record Date), or (yii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if 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, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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 Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the action of the Board directing the Company to make 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 directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to each such holder at such 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 either (i) a majority of the Board is elected by stockholder action by written consent (including where such election occurs pursuant to more than one consent solicitation or stockholder action by written consent), or (ii) a majority of the Board is comprised of persons elected at a meeting or meetings of stockholders which persons were not nominated by the Board in office immediately prior to such meeting or, if more than one meeting, each of such meetings, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemable under any circumstances. (d) Notwithstanding the provisions of Section 23(a) hereof, if the Board authorizes a redemption of the Rights at any time following the expiration of the one-hundred-and-eighty-day period under Section 23(c) above, then there must be at least one Continuing Director in office at the time of such authorization and such authorization shall require the concurrence of a majority of the Continuing Directors then in office. 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 (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price based on the "current market price," as defined in Section 11(d)(i) on the date hereof, of the shares of Common Stock at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if notwithstanding the foregoing if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth above in this Section 23(a), either (i)(A) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (B) there are no other Persons, immediately following the occurrence of the event described in clause (A), 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 authorizes redemption Company, as part of the Rights approval of such an event described in either the preceding clause (ii)(A), approves the reinstatement of the circumstances set forth in clause right of redemption pursuant to this Section 23, and (xC) or (y) below, then there must be are at least two Continuing Directors then in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) Directors so approve such authorization occurs on or after reinstatement, then, in either such case, the Share Acquisition Date or (y) such authorization occurs on or after right of redemption shall be reinstated and thereafter be subject to the date provisions of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventthis 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 expiredexpired (such right of redemption hereunder being deemed to have expired notwithstanding the existence of the possibility of the reinstatement thereof as provided above in this Section 23(a)). Subject to the foregoing, 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 of Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (ywith 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 outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption ---------- Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that the Board may not redeem any Rights ----- -------- ------- following an Adverse Person Event; and provided, further, that if the Board of Directors of the Company -------- ------- authorizes redemption of the Rights in either of at or after the circumstances set forth in clause (x) or (y) belowtime 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 the such Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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. 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 Stock (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. 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 (xi) the close of business on the tenth calendar day Business Day following the Shares Stock Acquisition Date (or if such later date as may be determined by a majority of the Shares Acquisition Date Continuing Directors; provided, however, that such date shall have occurred prior to not be extended at such time as the Record Date, the close of business on the tenth day following the Record DateRights are not then redeemable), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if if, following the occurrence of 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock 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 of the Company authorizes redemption of the may not redeem any Rights in either of the circumstances set forth in clause (xfollowing a determination pursuant to Section 11(a)(ii)(B) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if that any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventAdverse 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors.

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 (xi) the close of business on the tenth calendar day Business Day following notice to the Shares Board of Directors of the occurrence of the Share Acquisition Date (or if such later date as may be determined by a majority of the Shares Acquisition Date Continuing Directors; provided, however, that such date shall have occurred prior to not be extended at such time as the Record Date, the close of business on the tenth day following the Record Date), Rights are not then redeemable) or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”), 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, however, that if if, following the Board of Directors occurrence of the Company authorizes redemption Stock Acquisition Date and following the expiration of the Rights in either right of the circumstances set forth in clause redemption hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon indirectly involving the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (Corporation or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would result in such that such Person becoming an Acquiring Person is thereafter a Beneficial Owner of 15.0% or which would cause less of the outstanding shares of Common 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 a Triggering Eventthe 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. Such a redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in 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 (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights for cash at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, and the Company mayHOWEVER, 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there such authorization must be Continuing Directors in office and such authorization shall require the concurrence of approved by a majority of the Continuing Independent Directors, if any, then in office and approved by a Supermajority Vote: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person or an Adverse Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors Board of Directors of the Company has determined in good faith) that such Person 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 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 Stock in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% of the outstanding shares of Common Stock, 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 (as it may be extended pursuant to Section 26 hereof) has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on Common Shares in one transaction or after the Share Acquisition Date series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

Redemption and Termination. (a) The Subject to Section 26 hereof, the Board of Directors of the Company may, at its option, by action of the Board, at any time prior to the earlier of (xi) the close of business on the tenth calendar fifteenth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth fifteenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day Business Day following the Shares a Share Acquisition Date (or or, if the Shares Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day Business Day following the Record Date), or (yii) the Final Expiration Date, direct the Company to, and if directed, the Company shall redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.0001 per Right Right, as such amount may be appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"), ”) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their based on the Current Market Price (as defined in Section 11(d)(i) on the date hereof) of the Common Shares at the time of redemption), cash, or any other securities, cash or other assetsform of consideration deemed appropriate by the Board; provided, however, that if if, following 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, then there must be Continuing Directors in office and such authorization shall require the concurrence occurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or (y) such authorization occurs on or after the date otherwise disposed of a change (resulting from a proxy number of Common Shares in one transaction or consent solicitation series of transactions, not directly or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and at any time on or before the Company may, at its option, pay earlier of (i) the Redemption Price either in shares close of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) 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 the redemption)Directors, other securitiesor any duly authorized committee thereof, cash or other assetsmay designate; provided, however, that if such later date or dates are -------- ------- designated, such designation shall be made on or prior to the date prior to which redemption would otherwise be required, or (ii) the Final Expiration Date; provided, however, if the Board of Directors of the Company authorizes -------- ------- redemption of the Rights or designates an extension of the redemption period pursuant to clause (i) above in either of the circumstances set forth in clause clauses (x) or and (y) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: such authorization or designation occurs (x) such authorization occurs on or after the Share Acquisition Date 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 or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors of the Company Continuing Directors 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. Notwithstanding anything contained in this Agreement to the contraryforegoing, the Board of Directors of the Company may not redeem any Rights while any Person continues to retain the status of an Adverse Person pursuant to Section 11(a)(ii)(B). The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "Current Market Price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors 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 exercisable after 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 first occurrence Rights Agent to be sold in the open market and the proceeds thereof shall be distributed to the appropriate holders of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expiredRights.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on Common Shares in one transaction or after the Share Acquisition Date series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar twentieth day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .05 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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; providedPROVIDED, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Adjustment Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of an Adjustment Event such that such Person is thereafter a Triggering EventBeneficial Owner of 10% or less of the outstanding shares of Common Stock, 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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date before such time that any Person shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Datebecome an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0001 (one one-hundredth of a cent) per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date . The redemption of the redemption), other securities, cash or other assets; provided, however, that if Rights by the Board of Directors may be made effective at such time, and on such basis and with such conditions as the Board of Directors in its sole discretion may establish. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption hereunder but prior to the occurrence of the Rights any event specified in either of the circumstances set forth in clause Section 13 hereof, (xA) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of any event specified in Section 13 hereof such that such Person is thereafter a Triggering EventBeneficial Owner of 10% or less of the outstanding Common Stock and (B) there are no other Persons, immediately following the occurrence of the event described in clause (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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board of Directors of the Company.

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 (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time prior to the earlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date, and the Company Corporation may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the current per share market price, as defined in Section 11(d)(i11(d) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. (ii) In addition, the Board of Directors of the Company authorizes 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 in either 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 circumstances 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 clause (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority resolution of the Continuing Directors: (x) such authorization occurs on or after Board of Directors ordering the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority redemption of the directors Rights, the Corporation shall mail a notice of redemption to all the holders of the Company in office then outstanding Rights at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if their last addresses as they appear upon the commencement of such solicitation or initiative a majority registry books of the directors Rights Agent or, prior to the Distribution Date, on the registry books 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. 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.transfer D-21

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 (xi) the close Close of business Business on the tenth calendar (10th) day following the Shares Acquisition Distribution Date (or if the Shares Acquisition Date shall have occurred prior as such period may be extended pursuant to the Record Date, the close of business on the tenth day following the Record DateSection 26 hereof), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 (one cent) per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if following the Board of Directors occurrence of the Company authorizes redemption Distribution Date and following the expiration of the Rights in either right 57 62 of the circumstances set forth in clause redemption hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the outstanding shares of Common Stock, 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 Stock (based on the "current market price," as defined in Section 11 (d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the 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 Corporation may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day Business Day following notice to the Shares Board of Directors of the occurrence of the Share Acquisition Date (or if such later date as may be determined by a majority of the Shares Acquisition Date Continuing Directors; provided, however, that such date shall have occurred prior to not be extended at such time as the Record Date, the close of business on the tenth day following the Record DateRights are not then redeemable), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”), 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, however, that if if, following the Board of Directors occurrence of the Company authorizes redemption Stock Acquisition Date and following the expiration of the Rights in either right of the circumstances set forth in clause redemption hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon indirectly involving the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (Corporation or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would result in such that such Person becoming an Acquiring Person is thereafter a Beneficial Owner of 10% or which would cause less of the outstanding shares of Common Stock or Voting Securities representing 10% or less of Total Voting Power, and (ii) there are no other Persons, immediately following the occurrence of a Triggering Eventthe 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. Such a redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in 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 (xi) the close of business on the tenth calendar business day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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; providedprovided further, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would result in such that such Person becoming an Acquiring Person is thereafter a Beneficial Owner of 10% or which would cause less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of a Triggering Eventthe 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, or (ii) during the period in which the Company's right of redemption shall have been reinstated under Section 30 hereof.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .05 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following -------- ------- the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (A) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, 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 Stock, (B) there are no other Persons, immediately following the occurrence of the event described in clause (A), 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 either in cash, shares of its Common Stock (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the shares of Common Stock at the time of redemption), other securities, cash or other assets; provided, however, that if 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, then there must be Continuing Directors in office and such authorization shall require any other form of consideration deemed appropriate by the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventBoard. 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0l per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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 24. 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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth fifteenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth fifteenth calendar day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right in cash, or by delivery of or exchange for shares of Common Stock (including fractional shares) or other consideration (including but not limited to depository units representing shares of Common 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, 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, 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 Stock, 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 Stock (based on the “current market price”, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) belowof this proviso, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after members of the Share Board of Directors of the Company; and provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or (y) such authorization occurs on or after the date otherwise disposed of a change (resulting from a proxy number of Common Shares in one transaction or consent solicitation series of transactions, not directly or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (x) or and (y) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date 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 or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 EventEvent 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). Notwithstanding the foregoing, the Board of Directors of the Company may not redeem any Rights following a determination made 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the

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 (xi) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), Stock Acquisition Date or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .05 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of -------- Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Disinterested Directors then in office and such authorization shall require the concurrence of a majority of the Continuing such Disinterested Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) 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 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 Stock in one transaction, or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, 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% of the 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) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0001 per Right as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i11(d) on the date of the redemption), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (x) or (y) below, below then there must be Continuing Independent Directors in office and such authorization shall require the concurrence of a majority of the Continuing Independent Directors: (x) such authorization occurs on or after the Share Shares Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in the composition of a majority of the directors Board of Directors of the Company from the Board that was in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors 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. 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to before the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to occurs before the Record Date, the close of business on the tenth day following after the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 that would result in such Person becoming an Acquiring Person or which that would cause the occurrence of a Triggering Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after at any time when the first occurrence Company may redeem them pursuant to this Section 23. The Company may, at its option, pay the Redemption Price in cash, shares of a Common Stock (based on the "current market price" as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Notwithstanding anything herein to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) Event until such time as prior to the expiration of the Company's right of redemption hereunder has expiredhereunder.

Redemption and Termination. (a) (i) The Board of Directors of the Company may, at its option, at any time prior to 5:00 P.M., New Jersey time, on the earlier of (x) the close of business on the tenth calendar day following the Shares Stock 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 (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a the redemption price of $.001 per Right as Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). This Agreement shall terminate and be of no further force and effect if the Effective Date shall not have occurred by December 31, and 1998 (or such later date as may be determined by resolution adopted by Board of Directors before such date). (ii) In addition, a majority of the Board of Directors of the Company may, at its option, pay at any time following the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on Acquisition Date and the date expiration of the redemption), other securities, cash or other assets; provided, however, that if period during which the Board rights of Directors holders of Rights pursuant to Section 11(a)(ii) hereof may be exercised as a result of the Company authorizes redemption occurrence of the Rights in either of the circumstances set forth such Stock Acquisition Date, but prior to any event described in clause (x) ), (y), or (yz) belowof Section 13(a) hereof, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority redeem all but not less than all of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office then outstanding Rights at the commencement Redemption Price in connection with any such event in which all holders of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement shares of such solicitation or initiative a majority of the 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 Common Stock are treated alike and not involving an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person in which would cause the occurrence Acquiring Person or an Affiliate or Associate of an Acquiring Person has an interest, or any other Person acting directly or indirectly on behalf of or in concert with any such Acquiring Person, Associate or Affiliate (other than involvement by an Acquiring Person, Affiliate, Associate or such other Person solely as a Triggering Event. 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.holder 55

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar twentieth business day following the Shares a Stock Acquisition Date (or or, if the Shares a Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth twentieth business day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, 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, however, that if the Board of Directors of the Company authorizes redemption may not redeem any Rights after the close of business on the twentieth business day following its declaration that any Person is an Adverse Person. In addition, the Board of Directors of the Rights in either of Company, with the circumstances set forth in clause (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence approval of a majority of the Continuing Directors: (x) such authorization occurs on members thereof who are not representatives, nominees, Affiliates or after Associates of any Acquiring Person or Adverse Person, may redeem all but not less than all of the Share 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 (y) an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person or any other Person in which such authorization occurs Acquiring Person, Adverse Person, Affiliate or Associate has any interest, or any other Person acting directly or indirectly on behalf of or after in association with any such Acquiring Person, Adverse Person, Affiliate or Associate. If, following the date occurrence of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority Stock Acquisition Date and following the expiration of the directors right of the Company in office at the commencement of such solicitation or initiative if redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. Notwithstanding anything contained in this Agreement to Event such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the contraryoutstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's event described in clause (i), who are Acquiring Persons or Adverse Persons, then the right of redemption hereunder has expiredshall be reinstated and thereafter be subject to the provisions of this Section 23.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). If, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth in the preceding sentence but prior to any Triggering Event, (i) a Person who was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one or more transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 15% of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the Company 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, pay redeem all but not less than all of the then outstanding Rights at 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)Price, other securities, cash or other assets; provided, however, that if such redemption is effected in connection with the approval by the Board of Directors of the Company authorizes redemption 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 Rights in either of the circumstances set forth in clause (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors assets of the Company or other business combination, in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of each case which involves 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 but does not involve an Acquiring Person or which would cause the occurrence an Affiliate or Associate of a Triggering Eventan 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar twentieth day following the Shares Stock Acquisition Date Date, or such later date as may be determined by action of a majority of Directors and publicly announced by the Company (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .00001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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; providedPROVIDED, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (x) or and (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing DirectorsDirectors 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: (x) such authorization occurs on or after the Share Acquisition Date 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 or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company, or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding shares of Common Stock, 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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, Date cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if the Board of Directors Rights may not be redeemed following any merger to which the Company is a party that (i) occurs after a Flip-In Event has occurred and (ii) was not approved by the shareholders of the Company authorizes redemption at a shareholders' meeting. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Rights in either right of the circumstances set forth in clause redemption hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person together with its Affiliates and Associates is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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 set forth in this Section 23(a) 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 Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar (10th) day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth (10th) day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, the Board may not redeem any Rights following its determination that any Person is an Adverse Person. If, following the occurrence of a Stock Acquisition Date and following 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 expiration of the redemption)right of redemption hereunder but prior to any Triggering Event, other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (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 right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23(a). 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, 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, however, that if the Board of Directors of the Company authorizes redemption of the may not redeem any Rights in either of the circumstances set forth in clause (xfollowing a determination pursuant to Section 11(a)(ii)(B) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if that any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventAdverse 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (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 (xi) the close of business on the tenth calendar fifteenth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth fifteenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 EventEvent 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). 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) 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (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 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 (xi) the close of business on the tenth calendar day Business Day following notice to the Shares Board of Directors of the occurrence of the Stock Acquisition Date (or if such later date as may be determined by a majority of the Shares Acquisition Date members of the Board of Directors; provided, however, that such date shall have occurred prior to not be extended at such time as the Record Date, the close of business on the tenth day following the Record DateRights are not then redeemable), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”), 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, however, that if if, following the Board of Directors occurrence of the Company authorizes redemption Stock Acquisition Date and following the expiration of the Rights in either right of the circumstances set forth in clause redemption hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would result in such that such Person becoming an Acquiring Person is thereafter a Beneficial Owner of less than 9.9% of the outstanding shares of Common Stock or which would cause Voting Securities representing less than 9.9% of Total Voting Power, and (ii) there are not other Persons, immediately following the occurrence of a Triggering Eventthe 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.has

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"); PROVIDED, HOWEVER, that the Board may not redeem any Rights following an Adverse Person Event and the Company mayPROVIDED, 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, howeverFURTHER, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) 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 similar shareholder initiativetrading market on which the Common Stock is listed) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors of the Company 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 EventEvent 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). Notwithstanding anything contained in this Agreement to If, following the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(iiStock Acquisition Date and following the expiration of the right of redemption set forth in the preceding sentence but prior to any Triggering Event, (i) a Person who was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one or more transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event until such time as that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, 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 hereunder has expired.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

Redemption and Termination. (a) The Board of Directors of the Company may, at its their option, at any time prior to before the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to before the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter is referred to in this Agreement as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price based on the "current market price," as defined in Section 11(d)(i) on the date 11(d), of the shares of Common Stock at the time of redemption), other securities, cash ) or other assets; provided, however, that if cash. If the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth described in clause clauses (xi) or and (yii) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors Board of the Company Directors 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 that would result in such Person becoming an Acquiring Person or which that would cause the occurrence of a Triggering EventEvent 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). 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 under this Agreement has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar fifteenth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth fifteenth day following the Record Date), as such date may be extended from time to time (but in no event more than a year from the Stock Acquisition Date) by the Board while the Rights are redeemable in accordance with the terms of this Agreement, or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights or -------- ------- the extension of the redemption period in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors of the Company 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 EventEvent unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a tender offer which constitutes a Qualified Offer (as defined in Section 11(a)(ii) hereof). 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"), ”) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the “current market price”, as defined in Section 11(d)(i11(d) on the date hereof, of the Common Shares at the time of redemption), other securities, cash or any other assetsform of consideration deemed appropriate by the Board of Directors; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on Common Shares in one transaction or after the Share Acquisition Date a series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding out standing Rights at a redemption price of $.001 .05 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that the Board may not redeem any Rights following an Adverse Person Event; and provided, further, that, if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativeeffected 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 of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors of the Company 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-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). If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption 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 Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, 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 Stock, (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)(ii) Event until such time as the Company's right of redemption hereunder has expired.a

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if if, following -------- the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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.

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 (xi) the close of business on the tenth calendar day following the Shares Share Acquisition Date (or or, if the Shares Share Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth fifteenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ; and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash or any other assets; provided, however, that if form of consideration deemed appropriate by 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, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 EventCompany. 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. Notwithstanding the foregoing, the Board of Directors of the Company may not redeem any Rights (i) at any time subsequent to having made the determination that any Person is an Adverse Person or (ii) for a period of one 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 (B) a majority of the Board of Directors of the Company elected at a meeting of Shareholders were not nominated by the Board of Directors 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 (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) belowof this proviso, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (x) such authorization occurs on or after ; and provided further, however, that if, following the Share occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or (y) such authorization occurs on or after the date otherwise disposed of a change (resulting from a proxy number of Common Shares in one transaction or consent solicitation series of transactions, not directly or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock Acquisition Date (or or, if the Shares 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would that did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10 percent or less of the outstanding shares of Common Stock, 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 Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on Common Shares in one transaction or after the Share Acquisition Date series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

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 (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date)) (in either event, or subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”), 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, however, that if there is an Acquiring Person 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 Associates of an Acquiring Person (including the Acquiring Person as a designee of the Acquiring Person), or (ii) following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) or and (y) below, then there must be Continuing Directors in office and prior to such authorization shall require merger by the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors stockholders of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated stockholders’ meeting (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventand not by written consent). 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The 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 (xi) the close of business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current market price," as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) an Acquiring Person shall have transferred or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence otherwise disposed of a majority number of the Continuing Directors: (x) such authorization occurs on Common Shares in one transaction or after the Share Acquisition Date series of transactions, not directly or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of indirectly involving the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent 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 is no other Acquiring Person immediately following the occurrence of the event described in clause (i), 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.

Redemption and Termination. (a) The Board of Directors of the -------------------------- Company may, at its option, at any time prior to the earlier of (xi) such time as a Person becomes an Acquiring Person and (ii) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all order the redemption of all, but not less fewer than all of all, the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price (the date hereof (of such redemption price being hereinafter referred to as the "Redemption PriceDate"), and the Company mayCompany, at its option, may pay the Redemption Price either in shares of its cash or Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date Shares or other securities of the redemption), other securities, cash or other assets; provided, however, that if Company deemed by the Board of Directors of the Company authorizes redemption Company, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price; Provided, however, that, in --------- ------- addition to any other limitations contained herein on the right to redeem outstanding Rights (including the occurrence of any event or the expiration of any period after which the Rights in either of may no longer be redeemed), for the circumstances set forth in clause (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or 120-day period after the Share Acquisition Date or (y) such authorization occurs on or after the any date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors Board of Directors of the Company in office at the commencement of such solicitation or initiative solicitation, the Rights may only be redeemed if any Person (A) there are directors then in office who is a participant were in such solicitation or initiative has stated (or if upon office at the commencement of such solicitation or initiative and (B) the Board of Directors of the Company, with the concurrence of a majority of such directors then in office, determines that such redemption is, in their judgment, in the directors best interests of the Company has determined and its shareholders. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Within 10 Business Days after the action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the 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. Each such notice of redemption will state the method by which payment of the Redemption Price will be made. The notice, if mailed in good faith) that the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder of Rights receives such Person (notice. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder 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. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after affect the first occurrence sufficiency of a Section 11(a)(ii) Event until such time as the Company's right notice to other holders of redemption hereunder has expiredRights.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause here under but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving 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 Subsidiaries which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

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 (xi) the close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or first date of public announcement of the occurrence of a Flip-In Event and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Effective Time (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if there is an Acquiring Person 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 Associates of an Acquiring Person (including the Acquiring Person as a designee of the Acquiring Person, or (ii) following any merger to which the Company is a party that (x) occurs when there is an Acquiring Person and (y) was not approved prior to the time such Person became an Acquiring Person by the Board of Directors of the Company authorizes redemption of and by the Rights in either of the circumstances set forth in clause (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors stockholders of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventstockholders' 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar (10th) day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth (10th) day following the Record Date), or (yii) the Final Expiration Date, redeem order the redemption of all but not less fewer than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or distribution or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company mayCompany, at its option, may pay the Redemption Price either in shares cash or Common Stock or other securities of the Company deemed by the Board of Directors, in the exercise of its Common Stock (valued sole discretion, to be at their Current Market Price as defined least equivalent in Section 11(d)(i) on value to the date of the redemption), other securities, cash or other assetsRedemption Price; provided, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (x) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction, or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is not thereafter a Beneficial Owner of shares of Voting Stock representing more than twenty percent (20%) of the Voting Power, and (y) there are no other Persons, immediately following the occurrence of the event described in clause (x), 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ) and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their based on the "Current Market Price Price," as defined in Section 11(d)(i) on the date hereof, of the shares of Common Stock at the time of redemption), other securities, ) or cash or such other assetsconsideration as the Board of Directors may determine; providedPROVIDED, howeverHOWEVER, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (xi) or and (yii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (xi) such authorization occurs on or after the Share Acquisition Date time a Person becomes an Acquiring Person, or (yii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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). If, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) each Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its subsidiaries, 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 Stock, 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common 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, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause clauses (x) or and (y) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of the such Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date 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 or similar shareholder initiativesolicitation) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or or, if upon the commencement of such solicitation or initiative solicitation, a majority of the directors 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 EventEvent 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). Notwithstanding the foregoing, the Board of Directors of the Company may not redeem any Rights following a determination made 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 Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company.

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 (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if there is an Acquiring Person 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 Associates of an Acquiring Person (including the Acquiring Person as a designee of the Acquiring Person, or (ii) following any merger to which the Company is a party that was not approved (x) prior to the time such Person became an Acquiring Person, by the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) or and (y) belowprior to such merger, then there must be Continuing Directors in office and such authorization shall require by the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors stockholders of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventstockholders' 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

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 (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"), 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, however, that if there is an Acquiring Person 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 Associates of an Acquiring Person (including the Acquiring Person as a designee of the Acquiring Person) or (ii) following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clause (x) or and (y) below, then there must be Continuing Directors in office and prior to such authorization shall require merger by the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors stockholders of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated stockholders' meeting (or if upon the commencement of such solicitation or initiative a majority of the 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 Eventand not by written consent). 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 Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business on the tenth calendar day Business Day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter herein after 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, however, that if if, following the Board occurrence of Directors a Stock Acquisition Date and following the expiration of the Company authorizes right of redemption of the Rights in either of the circumstances set forth in clause hereunder but prior to any Triggering Event, (xi) or (y) below, then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is an Acquiring Person shall have transferred or otherwise disposed of a participant number of shares of Common Stock in such solicitation one transaction or initiative has stated (series of transactions, not directly or if upon the commencement of such solicitation or initiative a majority of the directors of indirectly involving the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to takeSubsidiaries, or may consider taking, any action which would did not result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering EventEvent such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, 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 Stock (based on the “current market price,” as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.