Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Shares Acquisition Date (or, if the Stock tenth (10th) Business Day following the Shares Acquisition Date shall have occurred prior to occurs before the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or and (ii) the Final Expiration DateDate (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof first public announcement by the Company of the adoption of this Agreement (such redemption price price, as adjusted, being hereinafter referred to as the "“Redemption Price"”). 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time as of redemption) or any other form of consideration determined by the Company's right Board, in the exercise of redemption hereunder has expiredits sole discretion, to be at least equal to the Redemption Price.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board pursuant before the Rights cease to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Datebe redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"). The redemption of 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. 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(y) amend this Agreement to change the Final Expiration Date to another date, or any combination of any of the foregoing, deemed appropriate by the Boardincluding without limitation an earlier date. 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 (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The aggregate Redemption Price otherwise payable to a holder of Rights shall be rounded to the nearest $0.01, provided, however, if such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon 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. 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 BoardRights. 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 (i) the close of business on the tenth Business Day (or such later day following the first date as may be determined by the Board pursuant to clause (i) of public announcement of the first sentence occurrence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date a Flip-In Event (or, if the Stock Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth Business Day day following the Record Date) or and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of ; PROVIDED, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board may of Directors of the Company and by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be made effective at exercisable after the first occurrence of a Flip-In Event until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany'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, Current Market Price of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence Board of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expiredDirectors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, 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 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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 may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per RightRight (rounded up to the nearest whole $0.01 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"). 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. 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(y) amend this Agreement to change the Final Expiration Date to another date, or any combination of any of the foregoing, deemed appropriate by the Boardincluding without limitation an earlier date. 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board pursuant before the Rights cease to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Datebe redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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. The redemption of the Rights by action of the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board Subject to Section 28, the Company may, at its option, by action of a majority of the Company's Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, by action of a majority of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of , and the Rights 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or any other form cash; provided that if the Company elects to pay the Redemption Price in shares of considerationCompany Common Stock, or any combination the Company shall not be required to issue fractional shares of any Company Common Stock. In lieu of such fractional shares of Company Common Stock, the Company shall pay to the registered holders of the foregoing, deemed appropriate by Right Certificates with regard to which such fractional shares of Company Common Stock would otherwise be issuable an amount of cash equal to the Boardsame fraction of the current per share market price of a whole share of Company Common Stock. 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 maymay (following the Stock Acquisition Date, only with the concurrence of a majority of the Continuing Directors), at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close Close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Stock Acquisition Date) , or (ii) the Close of Business on the Final Expiration Date, redeem all all, but not less than all all, the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption Board of the Directors may not redeem any 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. 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 following a determination pursuant to Section 11(d)(i11(a)(ii)(B) hereof, of the Common Stock at the time of redemption) or that any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the BoardPerson 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.

Redemption and Termination. (a) The Subject to the provisions of paragraph (b) below, the Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) calendar day following the Stock Shares Acquisition Date (or, or if the Stock Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day day following the Record Date) or (ii) the close of business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Subject to the terms hereof and to the immediately preceding sentence, the redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with on such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price either in cash, shares of its Common Stock (based on the "valued at their then current per share market price," price as defined in Section 11(d)(i) hereof, on the date of the Common Stock at the time of redemption) ), other securities, cash or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Boardassets. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event specified in Section 11(a)(ii) Event hereof until such time as the Company's right of redemption hereunder under this Section 23(a) has expired.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of , and the Rights 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or any other form cash; provided that if the Company elects to pay the Redemption Price in shares of considerationCompany Common Stock, or any combination the Company shall not be required to issue fractional shares of any Company Common Stock. In lieu of such fractional shares of Company Common Stock, the Company shall pay to the registered holders of the foregoing, deemed appropriate by Right Certificates with regard to which such fractional shares of Company Common Stock would otherwise be issuable an amount of cash equal to the Boardsame fraction of the current per share market price of a whole share of Company Common Stock. 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 Corporation may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) ), subject to extension as provided in Section 27 or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board may be made effective at occurrence of an event described in Section 11(a)(ii) until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCorporation's right of redemption hereunder has expired. The Company Corporation may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," Current Market Price, as defined in Section 11(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, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, Such redemption of the Rights shall not by the Corporation may be exercisable made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, that any redemption of Rights occurring as of or after the first occurrence time a Person becomes an Acquiring Person may be effected, and the method of a Section 11(a)(ii) Event until such time as payment of the Companyredemption price and conditions to redemption may be determined, only by the Corporation's right Board of redemption hereunder has expiredDirectors acting by Special Vote.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, or if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) or (ii) the Final Expiration DateTime (such time being hereinafter referred to as the “Redemption Period”), 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, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a 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. 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board Company may, at its option, but only upon the vote of a majority of the Board of Directors then in office, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by day after the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Share Acquisition Date (or, if subject to SECTION 27, such later 26 date as a majority of the Stock Acquisition Date shall have occurred prior to the Record DateContinuing Directors may designate), the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to herein as the "Redemption Price"). The redemption of , and 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. 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, Fair Market Value of the shares of Common Stock at the time of redemption) ), cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors; provided, however, that after the occurrence of a Flip-in Event, any redemption of the Rights shall be effective only if there are Continuing Directors then in office, and such redemption shall have been approved by a majority of such Continuing Directors; provided, further, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. 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 may, at its option, at any time prior to the earlier earliest of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date), (ii) the Close of Business on the tenth Business Day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person, or (iiiii) 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 such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. 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 Subject to the provisions of Section 23(c) hereof, the Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) 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 day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The ; provided, however, that any redemption of after the Rights Stock Acquisition Date must be authorized by the Board may be made effective at such time(and, on such basis and with such conditions as until the Board in its sole discretion may establish. The Company may, at its option, pay expiration of the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined 180-day period referred to in Section 11(d)(i23(c) hereof, with the concurrence of a majority of the Common Stock at the time Continuing Directors). The Board of redemptionDirectors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) or that any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the BoardPerson 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.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board pursuant to clause (i) of before the first sentence of Section 3(a) with respect to the Distribution DateRights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (based on the "current market price," as defined in Section 11(d)(i) hereof, Current Market Price of the Common Stock of the Company at the time of redemption) ), cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Board of Directors, at any time prior to the earlier of (i) the close Close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," , as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’s right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board pursuant to clause (i) of before the first sentence of Section 3(a) with respect to the Distribution DateRights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (based on the "current market price," as defined in Section 11(d)(i) hereof, Current Market Price of the Common Stock of the Company at the time of redemption) ), cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. In the event that the Redemption Price is paid in cash, each holder of a Right shall be entitled to receive, in redemption of all Rights held by such holder, an aggregate amount therefor equal to the product of (i) the aggregate number of Rights held by such holder and (ii) the Redemption Price, rounded up to the nearest whole cent. 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 Subject to Section 28, the Company may, at its option, by action of a majority of the Company's Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, by action of a majority of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption If, following the occurrence of a Stock Acquisition Date and following the expiration of the Rights by the Board may be made effective at such timeright of redemption hereunder but prior to any Triggering Event, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, each Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock (based on in one transaction or series of transactions, not directly or indirectly involving the "current market price," as defined Company or any of its Subsidiaries, which did not result in Section 11(d)(i) hereof, 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 at Stock, then the time right of redemption) or any other form redemption shall be reinstated and thereafter be subject to the provisions of consideration, or any combination of any of the foregoing, deemed appropriate by the Boardthis 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. (a1) The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of 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. 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)(i11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of , and 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. The Company may, at its option, option pay the Redemption Price in cashsecurities, shares cash or other assets, provided, however, if the Board of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, Directors of the Common Stock at Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of redemption) or any other form a majority of consideration, or any combination of any such Continuing Directors. In the event a majority of the foregoingBoard of Directors of the Company is changed by vote of the stockholders of the Company, deemed appropriate by the BoardRights 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 redemption that any tender or exchange offer then outstanding be kept open within such 10 Business Day period. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expiredexpired (as such time period may be extended pursuant to this Agreement). The Company may, at its option, pay the Redemption Price in cash, shares of Common 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 may, at its option, at any time prior to the earlier first to occur of (i) the close of business on (i) the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), (ii) the tenth Business Day after a determination, pursuant to Section 11(a)(ii)(B), that a Person is an Adverse Person, or (iiiii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of ) and the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock Preferred Shares (based on the "current market priceCurrent Market Price," as defined in Section 11(d)(ii) of the Preferred Shares at the time of redemption), Common Shares (based on the "Current Market Price," as defined in Section 11(d)(i) hereof, of the Common Stock Shares at the time of redemption) ), cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company shall promptly notify the Rights Agent following the action of the Board ordering redemption of the Rights.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Datetime the Initial Charter Amendment has been filed pursuant to K.S.A. Section 17-6003(d)), the close of business on the tenth Business Day following the Record Date) date of such filing), or (ii) the Final Expiration Datetime at which the Rights expire pursuant to this Agreement, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of any class or series of Common Stock (based on the Current Market Price of the applicable class or series of Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights 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 Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," , as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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 (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) 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 (10th) day following the Record Date) ), subject to extension as provided in Section 27 or (ii) the close of business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 0.005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board may be made effective at occurrence of an event described in Section 11(a)(ii) until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany'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," 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, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, Such redemption of the Rights shall not by the Company may be exercisable after the first occurrence of a Section 11(a)(ii) Event until made effective at such time time, on such basis and with such conditions as the Company's right Board of redemption hereunder has expiredDirectors in its sole discretion may establish.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, or if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) or and (ii) the Final Expiration DateTime (such time being hereinafter referred to as the “Redemption Period”), 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, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a 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. 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of the Close of Business on (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or and (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," , as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Except for the obligation to pay the Redemption Price, the Board of Directors and the Company shall not have any liability to any Person as a result of the redemption of Rights under this Section 23. Notwithstanding anything 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 may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption To encourage third parties seeking to acquire the Company to make a non-coercive offer which will maximize value for all stockholders, the Board of Directors shall consider, in determining whether to redeem the Rights by in connection with any proposal or offer, whether such proposal or offer meets the Board may be made effective at requirements of a Qualifying Offer, and, if not, in which respects such time, on offer or proposal fails to meet such basis and with such conditions as the Board in its sole discretion may establishrequirements. The Company may, at its option, pay the Redemption Price in cash, shares of Common Marathon Stock or Steel Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, Current Market Price of the Common Stock such shares at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) ), as such period may be extended pursuant to Section 26 hereof, or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (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.

Redemption and Termination. (a) The Board Subject to Section 32 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," , as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement Plan 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 may, at its option, at any time prior to the earlier of (i) the close of business on the tenth (10th) Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth (10th) Business Day following the Record Date) or and (ii) the Final Expiration Date, direct the Company to, and, if so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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. The 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.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board pursuant to clause (i) of before the first sentence of Section 3(a) with respect to the Distribution DateRights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .00l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, time after the Board’s action to redeem the Rights on such basis and with subject to such conditions conditions, as the Board in its sole and absolute discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (based on the "current market price," as defined in Section 11(d)(i) hereof, Current Market Price of the Common Stock of the Company at the time of redemption) ), cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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 (i) the close of business on the tenth Business Day (or such later day following the first date as may be determined by the Board pursuant to clause (i) of public announcement of the first sentence occurrence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date a Flip-In Event (or, if the Stock Acquisition Date such date shall have occurred prior to the Record DateMerger Effective Time, the close of business on the tenth Business Day day following the Record DateMerger Effective Time) or and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.001 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of ; provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board may of Directors of the Company and by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be made effective at exercisable after the first occurrence of a Flip-In Event until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany'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, Current Market Price of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence Board of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expiredDirectors.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any forward or reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common 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 BoardBoard of Directors of the Company. 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 Subject to Section 28, the Company may, at its option, by action of the Company's Board of Directors (evidence of which shall be filed with the Rights Agent), at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Any such redemption of the Rights by the Board may be made effective immediately or at a later time determined in such time, on such basis manner and with subject to fulfillment of such conditions as the Board of Directors in its sole discretion may establishestablish (the effective time of redemption being referred to as the "Redemption Effectiveness Time"). The Company may, at its option, by action of the Company's Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," as defined , determined in accordance with Section 11(d)(i) hereof11(d), of the shares of Company 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 Boardcash. Notwithstanding anything to the contrary contained in this Agreement to the contrarySection 23(a), the Rights shall Company may not be exercisable after take any action pursuant to this Section 23(a) unless (x) at the first occurrence time of the action of the Board of Directors of the Company approving such redemption immediately or the Redemption Effectiveness Time and form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a Section 11(a)(ii) Event until such time as majority of the Company's right of redemption hereunder has expiredContinuing Directors then in office.

Redemption and Termination. (a) The Board Company may, at its option, by action of a majority of the Board, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) calendar day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day (10th) calendar day following the Record Date) ), or (ii) the close of business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .00001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company mayNotwithstanding the foregoing, at its option, pay in the event payment of the Redemption Price to a holder of Rights would result in cashthe payment of an amount not equal to $.01 or an integral multiple of $.01, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of amount to be paid shall be rounded upward to 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 Boardnext $.01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Series A-1 Common Stock (based on the Current Market Price, as defined in Section 11(b) hereof, of the Series A-1 Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day day following the Record Date) ), or (ii) the Final Expiration DateTime, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board may be made effective at first occurrence of a Flip-in Event until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany’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, Current Market Price of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, The redemption of the Rights shall not by the Board of Directors may be exercisable after the first occurrence of a Section 11(a)(ii) Event until made effective at such time time, on such basis and with such conditions as the Company's right Board of redemption hereunder has expiredDirectors in its sole discretion may establish.

Redemption and Termination. (a) The Subject to the provisions of Section 27, the Board may, at its option, at any time prior to the earlier first to occur of (i) the close of business on (i) the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), (ii) the tenth Business Day after a determination, pursuant to Section 11(a)(ii)(B), that a person is an Adverse Person, or (iiiii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of ) and the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock Preferred Shares (based on the "current market priceCurrent Market Price," as defined in Section 11(d)(ii) of the Preferred Shares at the time of redemption), Common Shares (based on the "Current Market Price," as defined in Section 11(d)(i) hereof, of the Common Stock Shares at the time of redemption) ), cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company shall promptly notify the Rights Agent following the action of the Board ordering redemption of the Rights.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close Close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The Such redemption of the Rights by the Board Company may be made effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion discretion, may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence Board of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expiredDirectors.

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the close Close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) Stock Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "“current market price," ”, as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’s right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of 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. 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)(i11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or a Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.001 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights by would result in the Board may payment of an amount not equal to $0.01 or an integral multiple of $0.01, the amount to be made effective at such time, on such basis and with such conditions as paid shall be rounded upward to the Board in its sole discretion may establishnext $0.01. 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 price per share at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement Subject to the contraryfirst sentence of this Section 23, (x) the redemption of the Rights shall not by the Board may be exercisable after the first occurrence of a Section 11(a)(ii) Event until made effective at such time on such basis and with such conditions as the Company's right Board, in its sole discretion, may establish and (y) any such redemption will be effective immediately upon the action of the Board ordering the same, unless such action of the Board expressly provides that such redemption hereunder has expiredshall be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption shall be effective in accordance with the provisions of such action of the Board).

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per RightRight (rounded up to the nearest whole $0.01 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). 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. 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(y) amend this Agreement to change the Final Expiration Date to another date, or any combination of any of the foregoing, deemed appropriate by the Boardincluding without limitation an earlier date. 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.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) 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 day following the Record Date) ), or such later date as may be determined by action of the Board, 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, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by ; provided, however, that 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. 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 not redeem any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the BoardRights following an Adverse Person 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.

Redemption and Termination. (a) (i) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time prior to the earlier of (x) the close of business on the tenth day following the occurrence of a Section 11(a)(ii) Event (or if such date shall have occurred prior to the Record Date, the tenth day following the Record Date), or (y)] the Final Expiration Date. 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. The Company Corporation may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the "current per share market price," as defined in Section 11(d)(i11(d) hereof, of the Common Stock at the time of redemption) or cash; provided that if the Corporation elects to pay the Redemption Price in shares of Common Stock, the Corporation shall not be required to issue any other form fractional shares of consideration, or any combination Common Stock and the number of any shares of Common Stock issuable to each holder of Rights shall be rounded down to the foregoing, deemed appropriate by the Boardnext whole share. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii13(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 (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) ), subject to extension as provided in Section 27 or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board may be made effective at occurrence of an event described in Section 11(a)(ii) until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany'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," 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, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, Such redemption of the Rights shall not by the Company may be exercisable after the first occurrence of a Section 11(a)(ii) Event until made effective at such time time, on such basis and with such conditions as the Company's right Board of redemption hereunder has expiredDirectors in its sole discretion may establish.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Share Acquisition Date (or, or if the Stock Share Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) or (ii) the Final Expiration DateTime (such time being hereinafter referred to as the “Redemption Period”), 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, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board may be made effective at first occurrence of a Flip-in Event until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany’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, Current Market Price of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, The redemption of the Rights shall not by the Board may be exercisable after the first occurrence of a Section 11(a)(ii) Event until made effective at such time time, on such basis and with such conditions as the Company's right of redemption hereunder has expiredBoard 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 (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, that from and after the time that any Person shall become an Acquiring Person (other than pursuant to a Permitted Offer), the Company may redeem the Rights only if at the time of the action of the Board of Directors there are then in office not less than two Continuing Directors and such redemption is approved by a majority of the Continuing Directors then in office. 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time; provided, on such basis and with such conditions as the Board in its sole discretion may establish. The Company mayhowever, at its option, pay that the Redemption Price shall not be adjusted in cash, shares of Common Stock (based on connection with 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 BoardSeparation. 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) 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 action of 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of , and 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. The Company may, at its option, option pay the Redemption Price in cashsecurities, shares cash or other assets, provided, however, if the Board of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, Directors of the Common Stock at Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of redemption) or any other form a majority of consideration, or any combination of any such Continuing Directors. In the event a majority of the foregoingBoard of Directors of the Company is changed by vote of the stockholders of the Company, deemed appropriate by the BoardRights 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 redemption that any tender or exchange offer then outstanding be kept open within such 10 Business Day period. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.expired (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

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) ), as such period may be extended pursuant to Section 26 hereof, or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later day following the first date as may be determined by the Board pursuant to clause (i) of public announcement of the first sentence occurrence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date a Flip-In Event (or, if the Stock Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth Business Day day following the Record Date) or (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of ; provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board may of Directors of the Company and (y) prior to such merger by the stockholders of the Company at a stockholders’ meeting (and not by written consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be made effective at exercisable after the first occurrence of a Flip-In Event until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany’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, Current Market Price of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement The Board of Directors of the Company may, to the contraryextent 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 exercisable redeemable from and after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expiredspecified time.

Redemption and Termination. (a) The Board may, at its option, at any time prior to during the period (the “Redemption Period”) commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day day following the Record Date) ), or (ii) the Close of Business on the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, that if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the authorized number of members of the Board. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "“current market price," ”, as defined in Section 11(d)(i11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Shares Acquisition Date (or, if the Stock Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per RightRight (rounded up to the nearest whole $0.01 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of " or (y) amend this Agreement to change the Rights by the Board may be made effective at such timefinal Expiration Date to another date, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common 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 Boardincluding without limitation an earlier date. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares (based on the current per share market price, as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Corporation.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of the class of Common Stock for which a Right is exercisable (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the relevant Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors, including shares of the other class of Common Stock; provided, however, that the Redemption Price shall first be paid in shares of the class of Common Stock for which a Right is exercisable to the extent of the authorized shares of that class (excluding all such shares that are outstanding or reserved for issuance for purposes other than the exercise of the Rights).

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per RightRight (rounded up to the nearest whole $0.01 in the case of any holders whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of " or (y) amend this Agreement to change 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. 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 BoardFinal Expiration Date to another date including without limitation an earlier date. 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 (i) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth (10th) Business Day following the Record Date, subject to extension by the Board of Directors for a period of time up to, but not exceeding, ten (10) or additional Business Days, and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of , and 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. The Company may, at its option, by action of a majority of the Whole Board, pay the Redemption Price either in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, Current Market Price of the shares of Common Stock at the time of redemption) ), cash or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the BoardBoard of Directors. Subject to the foregoing, the redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Whole Board in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right Rights shall have become non-redeemable in accordance with the terms of redemption hereunder has expiredthis Agreement.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close Close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Stock Acquisition Date) , or (ii) the Close of Business on the Final Expiration Date, redeem all all, but not less than all all, the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption Board of the Directors may not redeem any 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. 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 following a determination pursuant to Section 11(d)(i11(a)(ii)(B) hereof, of the Common Stock at the time of redemption) or that any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the BoardPerson 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 ’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 may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption To encourage third parties seeking to acquire the Company to make a non-coercive offer which will maximize value for all stockholders, the Board of Directors shall consider, in determining whether to redeem the Rights by in connection with any proposal or offer, whether such proposal or offer meets the Board may be made effective at requirements of a Qualifying Offer, and, if not, in which respects such time, on offer or proposal fails to meet such basis and with such conditions as the Board in its sole discretion may establishrequirements. The Company may, at its option, pay the Redemption Price in cash, shares of Common Voting Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, Current Market Price of the Common Stock such shares at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board pursuant to clause (i) of before the first sentence of Section 3(a) with respect to the Distribution DateRights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth (10th) Business Day following the Record Date) or and (ii) the Final Expiration DateDate (the “Redemption Period”), direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The Company may, at its option, pay the Redemption Price in shares of Common Stock of the Company (based on the Current Market Price of the Common Stock of the Company at the time of redemption), cash or any other form of consideration deemed appropriate by the Board. The redemption of the Rights by the Board pursuant to this Section 23(a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’s right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board pursuant to clause (i) of before the first sentence of Section 3(a) with respect to the Distribution DateRights cease being redeem able) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (based on the "current market price," as defined in Section 11(d)(i) hereof, Current Market Price of the Common Stock of the Company at the time of redemption) ), cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable exercis able 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 (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred on or prior to the Record Conversion Date), the close Close of business Business on the tenth Business Day following the Record Conversion Date) ), or (ii) the Final Expiration Datetime at which the Rights expire pursuant to this Agreement, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such redemption price being hereinafter referred to as the "Redemption Price"). 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of any series of Common Stock (based on the Current Market Price of the applicable series of Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights 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 Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of the Close of Business on (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or and (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," , as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Except for the obligation to pay the Redemption Price, the Board of Directors and the Company shall not have any liability to any Person as a result of the redemption of Rights under this Section 23. Notwithstanding anything 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 may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Share Acquisition Date (or, if the Stock Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per RightRight (rounded up to the nearest whole $0.01 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"). 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. 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(y) amend this Agreement to change the Final Expiration Date to another date, or any combination of any of the foregoing, deemed appropriate by the Boardincluding without limitation an earlier date. 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, Ordinary Shares (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Ordinary Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of , and the Rights 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Class A Common Stock (based on the "current market price," as defined in Section 11(d)(i11(d) hereof, of the shares of Class A Common Stock at the time of redemption) or any other form cash; provided that if the Company elects to pay the Redemption Price in shares of considerationClass A Common Stock, or any combination the Company shall not be required to issue fractional shares of any Class A Common Stock. In lieu of such fractional shares of Class A Common Stock, the Company shall pay to the registered holders of the foregoing, deemed appropriate by Right Certificates with regard to which such fractional shares of Class A Common Stock would otherwise be issuable an amount of cash equal to the Boardsame fraction of the current per share market price of a whole share of Class A Common Stock. 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 may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption To encourage third parties seeking to acquire the Company to make a non-coercive offer which will maximize value for all stockholders, the Board of Directors shall consider, in determining whether to redeem the Rights by in connection with any proposal or offer, whether such proposal or offer meets the Board may be made effective at requirements of a Qualifying Offer, and, if not, in which respects such time, on offer or proposal fails to meet such basis and with such conditions as the Board in its sole discretion may establishrequirements. The Company may, at its option, pay the Redemption Price in cash, shares of Common Marathon Stock or Steel Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, Current Market Price of the Common Stock such shares at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, or if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) or (ii) the Final Expiration DateTime (such time being hereinafter referred to as the “Redemption Period”), 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, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board may be made effective at first occurrence of a Flip-in Event until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany’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, Current Market Price of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, The redemption of the Rights shall not by the Board may be exercisable after the first occurrence of a Section 11(a)(ii) Event until made effective at such time time, on such basis and with such conditions as the Company's right of redemption hereunder has expiredBoard in its sole discretion may establish.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Share Acquisition Date (or, if the Stock Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per RightRight (rounded up to the nearest whole $0.01 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"). 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. 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(y) amend this Agreement to change the Final Expiration Date to another date, or any combination of any of the foregoing, deemed appropriate by the Boardincluding without limitation an earlier date. 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, Ordinary Shares (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Ordinary Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later day following the first date as may be determined by the Board pursuant to clause (i) of public announcement of the first sentence occurrence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date a Flip-In Event (or, if the Stock Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth Business Day day following the Record Date) or (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of ; provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board may of Directors of the Company and (y) prior to such merger by the stockholders of the Company at a stockholders’ meeting (and not by written consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be made effective at exercisable after the first occurrence of a Flip-In Event until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany’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, Current Market Price of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement The Board of Directors of the Company may, to the contraryextent 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 exercisable redeemable from and after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expiredspecified time.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, or if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day day following the Record Date) or (ii) the Final Expiration DateTime (such time being hereinafter referred to as the “Redemption Period”), 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, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a 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. 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Subject to the provisions of Section 30 of this Agreement, and any shortening or lengthening of time periods permitted under Section 26 of this Agreement, the Board mayof Directors, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted pursuant to reflect any stock split, stock dividend or similar transaction occurring after the date Section 23(c) hereof (such redemption price being hereinafter referred to as the "Redemption Price"). 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. 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 may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board pursuant to clause (i) of before the first sentence of Section 3(a) with respect to the Distribution DateRights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or and (ii) the Final Expiration DateDate (the “Redemption Period”), direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The Company may, at its option, pay the Redemption Price in shares of Common Stock of the Company (based on the Current Market Price of the Common Stock of the Company at the time of redemption), cash or any other form of consideration deemed appropriate by the Board. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’s right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day twentieth day following the Record Date) ), or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to herein as the "“Redemption Price"”). 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion, may establish.

Redemption and Termination. (a( a ) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, or if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) or (ii) the Final Expiration DateTime (such time being hereinafter referred to as the “Redemption Period”), 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, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a 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. 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) ), subject to extension as provided in Section 27 or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 .005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption REDEMPTION Price"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board may be made effective at occurrence of an event described in Section 11(a)(ii) until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany'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," 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, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, Such redemption of the Rights shall not by the Company may be exercisable made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, that any redemption of Rights occurring as of or after the first occurrence time a Person becomes an Acquiring Person may be effected, and the method of a Section 11(a)(ii) Event until such time as payment of the redemption price and conditions to redemption may be determined, only by the Company's right Board of redemption hereunder has expiredDirectors acting by Special Vote.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per RightRight (rounded up to the nearest whole $0.01 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"). 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. 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(y) amend this Agreement to change the Final Expiration Date to another date, or any combination of any of the foregoingincluding without limitation an earlier date; provided, deemed appropriate by the Boardhowever that such Final Expiration Date shall in no event be later than October 20, 2009. 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.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day twentieth day following the Record Date) ), or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to herein as the "“Redemption Price"”). 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) 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 (10th) day following the Record Date) ), subject to extension as provided in Section 27 or (ii) the close of business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 0.005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The redemption of Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board may be made effective at occurrence of an event described in Section 11(a)(ii) until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany'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," 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, consideration deemed appropriate by the BoardBoard of Directors. Notwithstanding anything contained in this Agreement to the contrary, Such redemption of the Rights shall not by the Company may be exercisable made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, that any redemption of Rights occurring as of or after the first occurrence time a Person becomes an Acquiring Person may be effected, and the method of a Section 11(a)(ii) Event until such time as payment of the redemption price and conditions to redemption may be determined, only by the Company's right Board of redemption hereunder has expiredDirectors acting by Special Vote.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth (10th) Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth (10th) Business Day following the Record Date) (the “Redemption Period”), or (ii) 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, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, 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 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof hereof, (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. 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 may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board of Directors of the Company pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 0.00001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," , as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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 (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price per Right equal to the product of $.001 per Right.01 multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Class A Common Stock (based on the "current market price", as defined in Section 11(d)(i), of the Class A Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors; PROVIDED, HOWEVER, that the Redemption Price shall first be paid in shares of Class A Common Stock to the extent of the authorized shares of the Class A Common Stock (excluding all such shares that are outstanding or reserved for issuance for purposes other than the exercise of the Rights). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, 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, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof hereof, (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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 may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or ), and (ii) the Close of Business on the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per RightRight (rounded up to the nearest whole $0.01 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price")”) or (y) amend this Agreement to change the Final Expiration Date to another date, including an earlier date. 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," Current Market Price, as defined in Section 11(d)(i‎‎Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Agreement ‎‎Section 23 or in ‎‎Section 24 hereof, other than in connection with the purchase of Common Shares prior 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 expiredDistribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, 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 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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 may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day day following the Record Date) ), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board pursuant before the Rights cease to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Datebe redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) ), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of 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. 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(y) amend this Agreement to change the Final Expiration Date to another date, or any combination of any of the foregoing, deemed appropriate by the Boardincluding without limitation an earlier date. 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) (i) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights 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. The Company may, at its optionany time prior to the earlier of (x) the Close of Business on the tenth calendar day following the Shares Acquisition Date or (y) the Close of Business on the Final Expiration Date. Notwithstanding the foregoing, pay in the event payment of the Redemption Price to a holder of Rights would result in cashthe payment of an amount not equal to $.01 or an integral multiple of $.01, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of amount to be paid shall be rounded upward to 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 Boardnext $.01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder set forth in the first sentence of this Section 23(a) has expired. The Company, may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price per share at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors provided, that if the Company elects to pay the Redemption Price in Common Shares, the Company 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 to the next whole share.

Redemption and Termination. (aa)(i) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights 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. The Company may, at its optionany time prior to the earlier of (x) the Close of Business on the tenth calendar day following the Shares Acquisition Date or (y) the Close of Business on the Final Expiration Date. Notwithstanding the foregoing, pay in the event payment of the Redemption Price to a holder of Rights would result in cashthe payment of an amount not equal to $.01 or an integral multiple of $.01, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of amount to be paid shall be rounded upward to 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 Boardnext $.01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder set forth in the first sentence of this Section 23(a) has expired. The Company, may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price per share at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors provided, that if the Company elects to pay the Redemption Price in Common Shares, the Company 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 to the next whole share.

Redemption and Termination. (a) The Board Subject to Section 29 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the "current market price," , as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the BoardBoard of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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 (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or ), and (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's ’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 may, at its option, at any time prior to the earlier of (i) the close Close of business Business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i10th) of the first sentence of Section 3(a) with respect to the Distribution Date) day following the Stock Share Acquisition Date (or, or if the Stock Share Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth Business Day (10th) day following the Record Date) or (ii) the Final Expiration DateTime (such time being hereinafter referred to as the “Redemption Period”), 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, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a 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. 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. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later day following the first date as may be determined by the Board pursuant to clause (i) of public announcement of the first sentence occurrence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date a Flip-In Event (or, if the Stock Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth Business Day day following the Record Date) or and (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price equal initially to $4,860 per Right and, from and after the adjustment of the Company's common stock capitalization in connection with the Split-Off referred to in the definition of Fractional Share, equal to $.001 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the Rights Dividend Declaration Date or the date hereof of such adjustment, respectively (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of ; provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board may of Directors of the Company and by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be made effective at exercisable after the first occurrence of a Flip-In Event until such time, on such basis and with such conditions time as the Board in its sole discretion may establishCompany'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, Current Market Price of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence Board of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expiredDirectors.