Common use of Redemption of the Rights Clause in Contracts

Redemption of the Rights. The Rights will be redeemable at the Company’s option for $0.001 per Right (payable in cash, Common Shares or other consideration deemed appropriate by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of 4.99% or more of the Common Shares. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend or a stock split. Exchange Provision: At any time after the date on which an Acquiring Person beneficially owns 4.99% or more of the Common Shares and prior to the acquisition by the Acquiring Person of 50% of the Common Shares, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Common Share. Expiration of the Rights: The Rights expire on the earliest of (i) 5:00 p.m., New York time, on the date that the votes of the shareholders of the Company, with respect to the Company’s 2014 Annual Meeting of Shareholders are certified, unless the continuation of the Rights is approved by the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy and voting on such matter at the Company’s 2014 Annual Meeting of Shareholders (or any adjournment or postponement thereof) duly held in accordance with the Company’s Bylaws and applicable law (in which case clause (ii) will govern); or (ii) 5:00 p.m., New York time, on February 13, 2017.

Redemption of the Rights. The Rights will be redeemable at the Company’s option for $0.001 0.0001 per Right (payable in cash, Common Shares or other consideration deemed appropriate by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of 4.99% or more of the Common Shares. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 0.0001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend or a stock split. Exchange Provision: At any time after the date on which an Acquiring Person beneficially owns 4.99% or more of the Common Shares and prior to the acquisition by the Acquiring Person of 50% of the Common Shares, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Common Share. Expiration of the Rights: The Rights expire on the earliest of (i) 5:00 p.m., New York, New York time, on the date that the votes of the shareholders stockholders of the Company, with respect to any annual meeting of the Company’s 2014 Annual Meeting of Shareholders stockholders are certified, unless the continuation of the Rights is approved by the affirmative vote of the majority of shares the votes cast by holders of Common Stock present in person or represented by proxy and voting on Shares at such matter at annual meeting of the Company’s 2014 Annual Meeting of Shareholders stockholders (or any adjournment or postponement thereof) duly held in accordance with the Company’s Amended and Restated Bylaws and applicable law (in which case clause (ii) will govern); or (ii) 5:00 p.m., New York, New York time, on February 13December 16, 20172019.

Redemption of the Rights. The Rights will be redeemable at the Company’s option for $0.001 0.0001 per Right (payable in cash, Common Shares or other consideration deemed appropriate by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of 4.99% or more of the Common Shares. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 0.0001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend or a stock split. Exchange Provision: At any time after the date on which an Acquiring Person beneficially owns 4.99% or more of the Common Shares and prior to the acquisition by the Acquiring Person of 50% of the Common Shares, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Common Share. Expiration of the Rights: The Rights expire on the earliest of (i) 5:00 p.m., New York time, on the date that the votes of the shareholders stockholders of the Company, with respect to the Company’s 2014 Annual Meeting of Shareholders Stockholders are certified, unless the continuation of the Rights is approved by the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy and voting on such matter at the Company’s 2014 Annual Meeting of Shareholders Stockholders (or any adjournment or postponement thereof) duly held in accordance with the Company’s Amended and Restated Bylaws and applicable law (in which case clause (ii) will govern); or (iiiii) 5:00 p.m., New York time, on February 13May 23, 20172016.

Redemption of the Rights. The Rights will be redeemable at the Company’s option for $0.001 per Right (payable in cash, Common Shares or other consideration deemed appropriate by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of 4.994.90% or more of the Common Shares. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend or a stock split. Exchange Provision: At any time after the date on which an Acquiring Person beneficially owns 4.994.90% or more of the Common Shares and prior to the acquisition by the Acquiring Person of 50% of the Common Shares, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Common Share. Expiration of the Rights: The Rights expire on the earliest of (i) 5:00 p.m.the Close of Business on June 24, New York time, on the date that the votes of the shareholders of the Company, with respect to the Company’s 2014 Annual Meeting of Shareholders are certified, unless the continuation of the Rights is approved by the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy and voting on such matter at the Company’s 2014 Annual Meeting of Shareholders (or any adjournment or postponement thereof) duly held in accordance with the Company’s Bylaws and applicable law (in which case clause 2016; (ii) will govern)the time at which the rights are redeemed; (iii) the time at which the rights are exchanged; (iv) the close of business on the effective date of the repeal of Section 382 or any other change if the Board, in its sole discretion, determines that this Plan is no longer necessary or desirable for the preservation of the Tax Benefits; (v) the time at which the Board determines that the Tax Benefits are fully utilized or no longer available pursuant to Section 382 or that an ownership change pursuant to Section 382 would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes; or (iivi) 5:00 p.m.a determination by the Board, New York timein its sole discretion and prior to the Distribution Date, on February 13, 2017that this Plan and the Rights are no longer in the best interests of the Company and its shareholders.

Redemption of the Rights. The Rights will be redeemable at the Company’s option for $0.001 0.01 per Right (payable in cash, Common Shares or other consideration deemed appropriate by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of 4.99% or more of the Common Shares. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 0.01 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend or a stock split. Exchange Provision: At any time after the date on which an Acquiring Person beneficially owns 4.99% or more of the Common Shares and prior to the acquisition by the Acquiring Person of 50% of the Common Shares, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Common Share. Expiration of the Rights: The Rights expire on the earliest of (i1) 5:00 p.m., New York City time, on November 21, 2019 (unless such date is extended); (2) the date that the votes of the shareholders of the Company, with respect to the Company’s 2014 Annual Meeting of Shareholders are certified, unless the continuation redemption or exchange of the Rights as described above; (3) following (a) the first annual meeting of the stockholders of the Company after the adoption of the Plan if stockholders do not approve the Plan or (b) the first anniversary of the adoption of the Plan if the stockholders have not otherwise approved the Plan; (4) the repeal of Section 382 of the Code or any other change if the Board determines that the Plan is approved no longer necessary or desirable for the preservation of the Tax Benefits; (5) the time at which the Board determines that the Tax Benefits are fully utilized or no longer available pursuant to Section 382 of the Code or that an ownership change pursuant to Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the affirmative vote of the majority of shares of Common Stock present Company in person or represented by proxy and voting on such matter at the Company’s 2014 Annual Meeting of Shareholders (or any adjournment or postponement thereof) duly held in accordance with the Company’s Bylaws and particular time period, for applicable law (in which case clause (ii) will govern)tax purposes; or (ii6) 5:00 p.m., New York time, on February 13, 2017a determination by the Board that the Plan is no longer in the best interests of the Company and its stockholders.

Redemption of the Rights. The Rights will be redeemable at the Company’s option for $0.001 per Right (payable in cash, Common Shares or other consideration deemed appropriate by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of 4.994.90% or more of the Common Shares. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend or a stock split. Exchange Provision: At any time after the date on which an Acquiring Person beneficially owns 4.994.90% or more of the Common Shares and prior to the acquisition by the Acquiring Person of 50% of the Common Shares, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Common Share. Expiration of the Rights: The Rights expire on the earliest of (i) 5:00 p.m.the Close of Business on December 31, New York time, on the date that the votes of the shareholders of the Company, with respect to the Company’s 2014 Annual Meeting of Shareholders are certified, unless the continuation of the Rights is approved by the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy and voting on such matter at the Company’s 2014 Annual Meeting of Shareholders (or any adjournment or postponement thereof) duly held in accordance with the Company’s Bylaws and applicable law (in which case clause 2020; (ii) will govern)the time at which the rights are redeemed; (iii) the time at which the rights are exchanged; (iv) the close of business on the effective date of the repeal of Section 382 or any other change if the Board, in its sole discretion, determines that this Plan is no longer necessary or desirable for the preservation of the Tax Benefits; (v) the time at which the Board determines that the Tax Benefits are fully utilized or no longer available pursuant to Section 382 or that an ownership change pursuant to Section 382 would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes; or (iivi) 5:00 p.m.a determination by the Board, New York timein its sole discretion and prior to the Distribution Date, on February 13, 2017that this Plan and the Rights are no longer in the best interests of the Company and its shareholders.