Common use of Redemption Clause in Contracts

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on . Any such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately redemption will be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). (b) Immediately upon the effectiveness of the redemption of the RightsRights as provided in Section 23(a), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the RightsRights as provided in Section 23(a), the Company shall will publicly announce such actionredemption and, and within 10 calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall will not affect the validity of the redemption of the Rights. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof)) at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall will terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall will publicly announce such action; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall will not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors pursuant to subsection (b) of this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior 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 Rights are no longer redeemable hereunderCompany’s right of redemption hereunder has expired. (bc) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to subsection (b) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the effectiveness of the action of the Board of Directors ordering the redemption of the RightsRights pursuant to subsection (b), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. 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 as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(a) hereof (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any noticenotice (with prompt written notice thereof to the Rights Agent), the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company Rights Plan Committee may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth 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 $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 at any time prior Price”). Notwithstanding anything contained in this Agreement to the Close contrary, the Rights shall not be exercisable after the first occurrence of Business on the later of (ia Section 11(a)(ii) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to 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 or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderPlan Committee. The redemption of the Rights by the Rights Plan Committee may be made effective at such time, on such basis and with such conditions as the Rights Plan Committee, in its sole discretion, may establish. (b) Immediately upon the action of the Board of Directors of the Company Rights Plan Committee ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the effectiveness of the action of the Rights Plan Committee ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares; provided, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Neither the Company maynor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at its optionany time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, pay and other than in connection with the Redemption Price in cash, purchase of Common Shares (based upon prior to the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofDistribution Date. (c) At Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Company may, by resolution of its Board of Directors of the Company mayDirectors, at its option, at any time prior to the earlier of (x) the Stock Acquisition Date or (y) the close of business on the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any Common Stock split, Common Stock dividend or similar transaction occurring after the Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, pay the Redemption Price at any time prior to the Close in cash, shares of Business Common Stock (based on the later "current market price", as defined in Section 11(d)(i) hereof, of (ithe Common Stock at the time of such Board resolution) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as any other form of consideration deemed appropriate by the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderDirectors. (b) Immediately upon the action adoption of an effective resolution of the Board of Directors of the Company ordering the redemption of the RightsRights in compliance with Section 23(a) (or upon the subsequent satisfaction of all conditions to such redemption established by such resolution), evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within ten (10) Business Days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce Rights (or such action, and within 10 calendar days thereaftersubsequent satisfaction of all such conditions), the Company shall give notice of such redemption to the Rights Agent and the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase any Rights at any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the repurchase of Common Stock of the Company prior to the Distribution Date. (c) In the event that the Board of Directors adopts an effective resolution ordering the redemption of the Rights in compliance with Section 23(a), the Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price discharge all of the Common Shares (determined pursuant its obligations with respect to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights in accordance with this Agreement and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then prior to the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be reinstated null and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) 23.1 The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to such time as any Person becomes an Acquiring Person, redeem all, but not less than all, of the Close then outstanding Rights at a redemption price of Business on $0.001 per one one-thousandth of a Preferred Share represented by a Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the later date hereof (the “Redemption Price”). The redemption of (i) the Distribution Date and (ii) Rights by the Share Acquisition DateBoard may be made effective at such time, or on such later date basis and subject to such conditions as the Board in its sole discretion may establish. The Redemption Price shall be payable, at the option of Directors may designate prior to the Company, in cash, Common Shares or such time other form of consideration as the Rights are no longer redeemable hereunderBoard shall determine. (b) 23.2 Immediately upon the action time of the Board effectiveness of Directors of the Company ordering the redemption of the RightsRights or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action) (the “Redemption Date”), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten days after action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24, other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (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 calendar date following the Shares 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 $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board of Directors of the Company in the action ordering such redemption (although not earlier than the redemption time of such action) (such time the Rights"Redemption Date"), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or nor any of its SubsidiariesAffiliates or Associates may redeem, which did not result acquire or purchase for value any Rights at any time in the occurrence of a Triggering Event such any manner other than that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described specifically set forth in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23, other than in connection with the purchase of Common Stock.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) such time as a Person becomes an Acquiring Person, or (y) the Close of Business on 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, appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the date of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"). The Redemption Price shall be payable in cash by the Company. The redemption of the Rights by the Board of Directors of the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis, and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior establish. Except for the obligation of the Company to such time 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 are no longer redeemable hereunderpursuant to the terms of this Section 23. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall terminate will terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common shares; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire, or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner except as specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, or in Section 24 or other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the first occurrence of a Flip-In Event or (y) the Close of Business on the Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price at any time prior date hereof (such redemption price being hereinafter referred to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder."Redemption Price"). ---------------- (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to -------- ------- give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The failure to give notice required by this Section 23(b) or any defect therein shall not affect the legality or validity of the action taken by the Company. (c) In the case of a redemption permitted under Section 23(a), the Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price discharge all of the Common Shares (determined pursuant its obligations with respect to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then prior to the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be reinstated null and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any dividend declared or paid on the Common Stock in Common Stock or any subdivision or combination of the outstanding Common Stock or similar event occurring after the date of this Agreement (such redemption price, as adjusted from time to time, being hereinafter referred to as the "Redemption Price at any time prior Price"). The Rights may be redeemed only until the earlier to occur of (i) the Close of Business, on the calendar day after the Stock Acquisition Date, or (ii) the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Final Expiration Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give prompt written notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of Transfer Agent for the RightsCommon Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 or in connection with the purchase of Common Stock prior to the Distribution Date. (c) The Company may, at its option, pay the Redemption Price in cash, Common Shares Stock (based upon on the current per share market price Fair Market Value of the Common Shares (determined pursuant to Section 11(d) hereof) at Stock as of the time of redemption) ), or any other form of consideration deemed considered appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofDirectors. (cd) At any time following For a period of 180 days from the Share Acquisition date of the Distribution Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under set forth in this Section 23 shall only be exercisable by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors if a majority of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption directors who are members of such a resolution, Board held such office for at least six months prior to the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity beginning of the action of the Board of Directors of the Companyperiod. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Shares Acquisition Date or such later date as may be determined by action of a majority of Continuing Directors then in office and publicly announced by the Company or (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on such later date the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash; provided, however, if the Board of Directors may designate prior to such time as of the Company authorizes redemption of the Rights are no longer redeemable hereunderon or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors and, if the Company is restricted from taking actions pursuant to Section 3 of the Affiliation Agreement, Ipsen, pursuant to Section 23(b) hereof and shall not be redeemed in any other manner. (i) The Board of Directors (and, if the Company is restricted from taking actions pursuant to Section 3 of the Company Affiliation Agreement, Ipsen) may, at its (their) option, at any time prior to the earlier of (A) the Distribution Date, or (B) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price at any time prior date hereof (such redemption price being hereinafter referred to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights“Redemption Price”), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon on the “current per per-share market price price,” as such term is defined in Section 11(d) hereof, of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) ), cash or any other form of consideration deemed appropriate by the Board of Directors Directors. The redemption of the Company (based upon the fair market value of such other consideration, determined Rights by the Board of Directors may be made effective at such time, on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to the expiration or termination of the Company in good faith) or any combination thereofCompany’s right of redemption under this Section 23(b)(i). (cii) At any time following the Share Acquisition DateIn addition, the Board of Directors (and, if the Company is restricted from taking actions pursuant to Section 3 of the Company may relinquish Affiliation Agreement, Ipsen) may, at its (their) option, at any time after the right to redeem the Rights under this Section 23 by duly adopting time a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action Person becomes an Acquiring Person and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of any period during which the right holder of redemption hereunder, (iRights may exercise the rights under Section 11(a)(ii) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or hereof but prior to any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (ix), (y) who are Acquiring Personsor (z) of the first sentence of Section 13 hereof, redeem all but not less than all of the then outstanding Rights at the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.Redemption Price (x) in connection with any merger, consolidation or sale or other transfer (in one transaction or in a

Redemption. (a) The Board of Directors of the Company may, at its option, at any time before the earlier of (1) such time as a Person becomes an Acquiring Person or (2) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such redemption price being referred to as the “Redemption Price”). The Redemption Price shall be payable in cash by the Company. The redemption of the Rights by the Board of Directors of the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior establish. Except for the obligation of the Company to such time 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 are no longer redeemable hereunderpursuant to the terms of this Section 23. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, before the Distribution Date, on the registry books of the transfer agent for the Common Shares; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which that is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner except as specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, or in Section 24 or in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving before the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors then in office, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later of earlier of: (i) the Distribution Date date on which any Person becomes an Acquiring Person, and (ii) the Share Acquisition Final Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the effective time of the action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time Company's election, cash or depositary receipts in lieu of redemptionfractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share of Preferred Stock) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock, in each case having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce at any time after the date of this Rights Agreement (A) pay any dividend on the Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, or (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock, then, and in each such actionevent, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such event; provided, however, that in each case such adjustment to the failure to give, or any defect in, any such notice Redemption Price shall not affect be made only if the validity amount of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23reduced or increased by at least $0.01 per Right.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) such time as a Person becomes an Acquiring Person or (y) the Close of Business on 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, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such redemption price being hereinafter referred to as the “Redemption Price”). The Redemption Price shall be payable in cash by the Company. The redemption of the Rights by the Board of Directors of the Company may be made effective at any such time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior establish. Except for the obligation to such time 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 are no longer redeemable hereunderpursuant to the terms of this Section 23. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided in this paragraph shall be deemed given, given whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner except as specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, or in Section 24 or in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. 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 the election by the Board of Directors to such time as redeem the Rights are no longer redeemable hereunderas determined pursuant to Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce promptly give (i) written notice to the Rights Agent of any such actionredemption, and within 10 calendar days thereafter, the Company shall give (ii) public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The A majority of the Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, 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 Price"). The redemption of the Rights by the Board of Directors of the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 Business Days after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company maynotice, at its optionif mailed in the manner herein provided, pay shall be conclusively presumed to have been duly given, whether or not the Redemption Price in cash, Common Shares (based upon the current per share market price holder of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Rights receives such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionIn any case, the Company shall publicly announce such action; provided, however, that the failure to givegive such notice by mail, or any defect inin the notice, to any such notice particular holder of Rights shall not affect the validity sufficiency of notice to other holders of Rights. Neither the action Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the redemption price of $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 Price") at any time prior to the Close of Business on the later Distribution Date. Any such redemption shall be effective immediately upon the action of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board ordering the same, unless such action of Directors may designate prior to the Board expressly provides that such redemption shall be effective at a subsequent time as or upon the Rights are no longer redeemable hereunderoccurrence 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). (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption transfer agent for the shares of the RightsClass A Common Stock and Class B Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will shall be made. The Company may, at its option, pay the Redemption Price in cash, shares of Class A Common Shares Stock or Class B Common Stock as the case may be (based upon the current per share market price Current Per Share Market Price of the Class A Common Shares Stock or Class B Common Stock (determined pursuant to Section 11(d) hereof)) at the time of redemption) or ), any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following . The Company may, at its option, combine the Share Acquisition Date, the Board of Directors payment of the Company Redemption Price with any other payment being made concurrently to holders of Class A Common Stock or Class B Common Stock and, to the extent that any such other payment is discretionary, may relinquish reduce the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights amount thereof on account of the Board of Directors concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company to redeem from paying the Rights shall terminate without further action and without any notice. Promptly after adoption Redemption Price (in the form of such a resolutionconsideration deemed appropriate by the Board) at the time of redemption, the Company shall publicly announce pay the Redemption Price, without interest, promptly after such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving time as the Company or any of its Subsidiaries, which did not result in ceases to be so prevented from paying the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23Redemption Price.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the later of the Stock Acquisition Date and the Distribution Date and (ii) the Expiration Date, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right (the “Redemption Price”) appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring on or after the date of this Agreement. The Company may, at its option, pay the Redemption Price at any time prior to the Close in cash, shares (including fractional shares) of Business Common Stock (based on the later Current Market Price of (ithe Common Stock at the time of redemption) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as any other form of consideration deemed appropriate by the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderDirectors. (b) Immediately upon At the action time and date of effectiveness set forth in any resolution of the Board of Directors of the Company ordering the redemption of the RightsRights (the “Redemption Date”), and without any further action and without any further notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price; provided, however, that such resolution of the Board of Directors of the Company may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. Promptly As soon as practicable after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the issuance of Rights Certificates, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. In the case of a redemption permitted under this Section 23, the Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price discharge all of the Common Shares (determined pursuant its obligations with respect to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then prior to the right issuance of redemption hereunder the Rights Certificates, on the registry books of the transfer agent for the Common Stock, and upon such action, all outstanding Rights Certificates shall be reinstated null and shall thereafter be exercisable subject void without any further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than as specifically set forth in this Section 23 and other than in connection with the purchase of shares of Common Stock prior to the provisions earlier of this Section 23the Distribution Date and the Expiration Date.

Redemption. (a) 4.1 The Board of Directors of the Company Corporation may, at its optionupon giving notice as hereinafter provided, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior the whole or part of the outstanding Class B Preference Shares out of capital pursuant to the Close of Business Corporations Act, Ontario, on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior payment for each share to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action be redeemed of the Board sum of Directors of $0.05 per Class B Preference Share, together with all declared but unpaid dividends thereon up to the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Pricedate fixed for redemption. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give Not less than thirty day's notice in writing of such redemption to shall be given by the holders of the then-outstanding Rights Corporation by mailing such notice to all such the registered holders at their last addresses as they appear upon the registry books of the Company; providedshares to be redeemed, howeverspecifying the date and place or places of redemption. On or after the dates so specified for redemption, that the failure Corporation shall pay or cause to givebe paid to or to the order of the registered holders of the Class B Preference Shares to be redeemed the redemption price thereof on presentation and surrender at the head office of the Corporation, or any defect inother place designated in such notice, of the certificates representing the Class B Preference Shares called for redemption. If a part only of the shares represented by any certificate be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified for redemption in any such notice notice, the Class B Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not affect be entitled to exercise any of the validity rights of shareholders in respect thereof unless payment of the redemption price shall not be made upon presentation of certificates in accordance with the Rights. Any notice foregoing provisions, in which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, case the rights of the Board shareholders shall remain unaffected. The Corporation shall have the right at any time after the mailing of Directors notice of its intention to redeem any Class B Preference Shares to deposit the redemption price of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption shares so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a resolutionspecial account in any chartered bank or any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Class B Preference Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Company Class B Preference Shares in respect whereof such deposit shall publicly announce such action; provided, however, that have been made shall be redeemed and the failure to give, or any defect in, any such notice shall not affect the validity rights of the action holders thereof after such redemption date, as the case may be, shall be limited to receiving without interest their proportionate part of the Board of Directors total redemption price so deposited against presentation and surrender of the Company. (d) Ifsaid certificates held by them, following respectively. In the occurrence of a Share Acquisition Date and following the expiration event that only part of the right Class B Preference Shares is at any time to be redeemed, the shares so to be redeemed shall be selected pro rata (disregarding fractions) from among the holders of record thereof as at the date of the notice of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed in such other manner as the board of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less directors of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described Corporation in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23its sole discretion may deem equitable.

Redemption. The Rights may be redeemed by action of the Board of Directors pursuant to this Section 23 and shall not be redeemed in any other manner. (a) The Board of Directors of the Company may, at its option, at any time prior to the close of business on the tenth day following the Shares Acquisition Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, pay the Redemption Price at any time prior to the Close of Business in cash, Common Shares (including fractional shares) (based on the later "current per share market price" as defined in Section 11(d) hereof, of (ithe Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Distribution Date and (ii) Board of Directors. The redemption of the Share Acquisition DateRights by the Board of Directors may be made effective at such time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to such time as the Rights are no longer redeemable hereunderexpiration or termination of the Company's right of redemption under this Section 23(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (c) The Company may, at its option, pay discharge all of its obligations with respect to any redemption of the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) Rights at their last addresses as they appear on the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors registry books of the Company (based upon Rights Agent or, prior to the fair market value of such other considerationDistribution Date, determined by on the Board of Directors registry books of the Company in good faith) or any combination thereof. (c) At any time following transfer agent for the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Personsupon such action, then the right of redemption hereunder all outstanding Right Certificates shall be reinstated null and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on . Any such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately redemption will be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). (b) Immediately upon the effectiveness of the redemption of the RightsRights as provided in Section 23(a), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the RightsRights as provided in Section 23(a), the Company shall will publicly announce such actionredemption and, and within 10 calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall will not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof)) at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. . The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (c) At any time following in the Share Acquisition Date, form of consideration deemed appropriate by the Board of Directors Directors) at the time of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionredemption, the Company shall publicly announce will pay the Redemption Price, without interest, promptly after such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving time as the Company or any of its Subsidiaries, which did not result in ceases to be so prevented from paying the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23Redemption Price.

Redemption. (a) The Board of Directors Parent shall cause the Fair Market Value per Share to be determined as of the Company maythird anniversary of the date hereof in accordance with Section 2.6. When the Fair Market Value per Share has been determined, Parent shall promptly notify (the "REDEMPTION NOTICE") Cinergy and the Management Investors of such Fair Market Value. Cinergy and each Management Investor shall have thirty days following the receipt of the Redemption Notice in which to deliver to Parent a written redemption demand (a "REDEMPTION DEMAND") that Parent shall redeem all, or any portion of, the Shares (as requested in the Redemption Demand), for a per share purchase price (the "REDEMPTION PRICE") equal to the Fair Market Value. The closing of such purchase and sale shall occur at its optionthe offices of Parent on such business day reasonably selected by Parent, redeem all but not on a date less than all forty nor more than ninety days after delivery of the then-outstanding Rights at Redemption Notice (the "REDEMPTION DATE"). From and after the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on the rights of the Redeeming Stockholders as stockholders of Parent, with respect to any Shares redeemed, shall cease and the certificates representing the redeemed Shares shall thereafter represent only the right to receive the applicable Redemption Price upon surrender of such later date as the Board of Directors may designate prior certificates to such time as the Rights are no longer redeemable hereunderParent. (b) Immediately upon Parent shall pay the action applicable Redemption Price in immediately available funds against delivery of the Board stock certificates representing the applicable Shares (or, in lieu of Directors delivery of lost, stolen or destroyed certificates, an agreement to indemnify Parent from any loss incurred by it in connection with such certificates). If Parent is prevented from redeeming or making full payment for the Company ordering Common Stock by any legal or contractual restriction, Parent shall then redeem the redemption maximum number of Shares pro rata from the RightsRedeeming Stockholders as permitted free from any legal or other restrictions, and without any further action and without any notice, STC shall purchase the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive remaining Shares included in Redemption Demands for the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this This Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice 2.5 shall not affect be available when the validity Drag-Along Right pursuant to Section 2.2 has been initiated prior to the receipt of the action of the Board of Directors of the Companyany Redemption Demand. (d) IfSTC shall cause Parent to fully, following faithfully and timely perform the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of Parent's obligations under this Section 232.5.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors) redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later of earlier of (i) the Distribution Date and (ii) tenth day following the Share Stock Acquisition Date; provided, or on such later date as however, that, during the Board of Directors may designate prior time period relating to such time as when the Rights are no longer redeemable hereunder. (b) Immediately upon the action of may be redeemed, the Board of Directors of the Company ordering the redemption (upon approval of a majority of the RightsContinuing Directors) may extend the time during which the Rights may be redeemed to be at any time as may be determined by the Board of Directors of the Company and the Continuing Directors or (ii) the Final Expiration Date, and without at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction after the date hereof (the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. (b) Without any further action and without any notice, the right to exercise the Rights shall will terminate at the effective time of the action of the Board of Directors and the Continuing Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors and the Continuing Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay At the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights option of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionDirectors, the Company shall publicly announce such action; providedRedemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of at the Company. 's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (d1/100) If, following the occurrence of a Share Acquisition Date and following the expiration share) of the right of redemption hereunder, (i) Preferred Stock having a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event Fair Market Value equal to such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23cash payment.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors as provided in Section 26 hereof, or (ii) the close of business on the Final Expiration Date, cause the Company to redeem all but not less than all of the then-then outstanding Rights at a redemption price of $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 at any time prior Price"). Notwithstanding anything contained in this Rights Agreement to the Close contrary, the Rights shall not be exercisable after the first occurrence of Business on any of the later of (itransactions referred to in Section 11(a)(ii) the Distribution Date and (ii) the Share Acquisition Date, or on hereof until such later date time as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderDirectors' right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price, without any interest thereon. Promptly Within 10 days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give written notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock (with prompt written notice thereof to the Rights Agent). Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be mademade and the time for such payment. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant failure to give notice required by this Section 11(d) hereof) at the time of redemption23(b) or any other form defect therein shall not affect the legality or validity of consideration deemed appropriate the action taken by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofCompany. (c) At any time following the Share Acquisition Date, the The Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionmay, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of until a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Sharesshall have occurred, and upon written notice (iiincluding notice by facsimile) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions Rights Agent, determine to waive the application of this either Section 2313 or Section 11(a)(ii), whichever is applicable, to a Triggering Event.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Redemption Price shall be payable at the option of the Company, in cash, shares of Common Stock (based on the current market price of Common Stock at the time of redemption as determined pursuant to Section 11(d)(i) hereof), or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to the Rights Agent and to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The At any time prior to the time any Person becomes an Acquiring Person, the Board of Directors of the Company may, at its optionby the Required Board Vote, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Price. The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the market price thereof, as determined by the Rights are no longer redeemable hereunderBoard of Directors) or other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board of Directors, by the Required Board Vote, in the action ordering such redemption (although not earlier than the time of such action) (such time the "Redemption Date"), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, promptly notify the Company shall give notice Rights Agent in writing of such redemption to the holders and shall give public notice of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company Corporation may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any share split, share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price at any time prior Price"); provided that, notwithstanding anything to the Close contrary contained in this Section 23(a), the Board of Business on Directors of the later of Corporation may not take any action pursuant to this Section 23 (a) unless (i) at the Distribution Date time of the action of the Board of Directors of the Corporation approving such redemption, there are then in office not less than two Continuing Directors and (ii) such action is approved by a majority of the Share Acquisition Date, or Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Corporation may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Directors of the Corporation pursuant to the last sentence of paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company The Corporation shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Corporation shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company Corporation may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based Rights; then, and upon the fair market value of such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the all outstanding Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights Certificates shall terminate be null and void without further action and without by the Corporation. Neither the Corporation nor any notice. Promptly after adoption of such a resolutionits Affiliates or Associates may redeem, the Company shall publicly announce such action; providedacquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, however, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, may at its option, at any time prior to the earliest of (i) the close of business on the tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), (ii) a determination by the Board of Directors that any Person is an Adverse Person, or (iii) 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, 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 Price"). Notwithstanding anything contained in this Agreement to the Close of Business on contrary, the later of (iRights shall not be exercisable as provided in Section 11(a)(ii) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to until such time as the Rights are no longer redeemable hereunderCompany's right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such later time as shall be specified in the resolution taking such action), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights and the Rights Agent by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption transfer agent for the shares of the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based upon on the current per share market price Current Per Share Market Price, as defined in Section 11(d), of the Common Shares (determined pursuant to Section 11(d) hereof) Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofDirectors. (c) At In case the Company shall propose (a) to pay any time following dividend payable in stock of any class to the Share Acquisition Dateholders of its Preferred Stock or Common Stock or to make any other distribution to the holders of its Preferred Stock or Common Stock (other than a regular quarterly cash dividend), (b) to offer to the Board holders of Directors its Preferred Stock or Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or Common Stock or shares of stock of any class or any other securities, (c) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock or Common Stock), (d) to effect any consolidation, merger or share exchange into or with any other Person (other than a Subsidiary of the Company may relinquish the right in a transaction which complies with Section 11(m)), (e) to redeem the Rights under this Section 23 by duly adopting a resolution effect any sale or other transfer or to that effect. Immediately upon adoption permit one or more of such resolutionits Subsidiaries to effect any sale or other transfer, the rights in one or more related transactions, of 50 percent or more of the Board of Directors assets or earning power of the Company and its Subsidiaries (taken as a whole) to redeem any other Person (other than the Rights shall terminate without further action and without Company and/or any notice. Promptly after adoption of its Subsidiaries in one or more transactions each of which complies with Section 11(m)), or (f) to effect the liquidation, dissolution or winding up of the Company, then, in each such a resolutioncase, the Company shall publicly announce give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 25, a notice of such proposed action; provided, however, that which shall specify the failure to giverecord date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Preferred Stock or Common Stock if any defect insuch date is to be fixed, any and such notice shall not affect be so given in the validity case of any action covered by clause (a) or (b) above at least 20 days prior to the record date for determining holders of the action Preferred Stock or Common Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the Board taking of Directors such proposed action or the date of participation therein by the holders of the Company. (d) IfPreferred Stock or Common Stock whichever shall be the earlier. In case a Stock Acquisition Date shall occur, following the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, a notice of the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiariessuch event, which did not result in shall specify the occurrence of a Triggering Event such that such Person is thereafter event and the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence consequences of the event described in clause (i) who are Acquiring Persons, then the right to holders of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Rights under Section 2311(a)(ii).

Redemption. (a) The Board of Directors of the Company Brillian may, at its optionoption and in its sole discretion, at any time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). 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. The Redemption Price shall be payable, at any time prior to the Close option of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateBrillian, in cash, Common Shares, or on such later date other form of consideration as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereundershall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights thereafter shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company Brillian shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), Brillian shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all by action of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, redeem all, but not less than all, of the then-outstanding Rights at a redemption price of $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 the “Redemption Price”). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Common Stock (based on the current market price (as determined pursuant to Section 11(d) hereof) per share of Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such later date time and on the basis and with such conditions as the Board of Directors may designate prior establish. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Rights are no longer redeemable hereunderCompany’s right of redemption has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights as provided in Section 23(a) above (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly The Company shall promptly give public notice of such redemption and, within ten days after the such action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice mail notices of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; in accordance with Section 26 hereof, provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. . (c) The Company may, at its option, pay discharge all of its obligations with respect to any redemption of the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Rights in accordance with Section 11(d) 26 hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving Neither the Company or nor any of its SubsidiariesAffiliates or Associates may redeem, which did not result acquire or purchase for value any Rights at any time in any manner, other than as specifically set forth in this Section 23 or in Section 24 hereof and other than in connection with the occurrence purchase or repurchase by any of a Triggering Event such that such Person is thereafter the Beneficial Owner them of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject Stock prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors pursuant to Section 23 (b) hereof and shall not be redeemed in any other manner. (b) The Board of Directors may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all, but not less than all, of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). 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. If redemption of the Rights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 11(a)(ii) hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, redeem all but not less than all of the then-outstanding Rights at pay the Redemption Price at any time prior to the Close of Business in cash, Common Shares (based on the later current per share market price of (ithe Common Shares at the time of redemption) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as any other form of consideration deemed appropriate by the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderDirectors. (bc) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(b) hereof (or at the effective time of such redemption established by the Board of Directors pursuant to Section 23(b) hereof), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights pursuant to Section 23(b) hereof or if later, the effectiveness of the redemption of the Rightsrights pursuant to the last sentence of Section 23(b), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent), (ii) depositing with a bank or trust company having a capital and surplus of at least $100 million, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate Rights; then, and upon such action, all outstanding Rights Certificates shall be null and void without further action by the Board of Directors of Company. Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Shares Acquisition Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. 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 as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time before such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board 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 of the Common Stock at the time of redemption as determined pursuant to Section 11(d)(i) hereof) or any time prior other form of consideration deemed appropriate by the Board. Notwithstanding the foregoing, the aggregate Redemption Price payable to any holder of Rights upon the redemption of all Rights held by such holder shall be rounded to the Close nearest $0.01 (such that fractions of Business on $0.01 greater than or equal to $0.005 shall be rounded up and fractions of $0.01 less than $0.005 shall be rounded down); and further provided that the later aggregate Redemption Price payable to any holder of (i) Rights upon the Distribution Date and (ii) the Share Acquisition Date, or on redemption of all Rights held by such later date as the Board of Directors may designate prior to such time as the Rights are Person shall in no longer redeemable hereunderevent be less than $0.01. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, before the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant failure to give notice required by this Section 11(d) hereof) at the time of redemption23(b) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice therein shall not affect the validity of the action of the Board of Directors of taken by the Company. (dc) If, following In the occurrence case of a Share Acquisition Date and following redemption under Section 23(a) hereof, the expiration Company may, at its option, discharge all of its obligations with respect to the right of redemption hereunder, Rights by (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then before the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be reinstated and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company may, at its optionany time before such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board 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 of the Common Stock at the time of redemption as determined pursuant to Section 11(d)(i) hereof) or any time prior other form of consideration deemed appropriate by the Board. Notwithstanding the foregoing, the aggregate Redemption Price payable to any holder of Rights upon the redemption of all Rights held by such holder shall be rounded to the Close nearest $0.01 (such that fractions of Business on $0.01 greater than or equal to $0.005 shall be rounded up and fractions of $0.01 less than $0.005 shall be rounded down); and further provided that the later aggregate Redemption Price payable to any holder of (i) Rights upon the Distribution Date and (ii) the Share Acquisition Date, or on redemption of all Rights held by such later date as the Board of Directors may designate prior to such time as the Rights are Person shall in no longer redeemable hereunderevent be less than $0.01. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, before the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant failure to give notice required by this Section 11(d) hereof) at the time of redemption23(b) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice therein shall not affect the validity of the action of the Board of Directors of taken by the Company. (dc) If, following In the occurrence case of a Share Acquisition Date and following redemption under Section 23(a) hereof, the expiration Company may, at its option, discharge all of its obligations with respect to the right of redemption hereunder, Rights by (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then before the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be reinstated and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company may, may at its option, at any time prior to the earliest of (i) the close of business on the tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), (ii) a determination by the Board of Directors that any Person is an Adverse Person, or (iii) 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, 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 Price"). Notwithstanding anything contained in this Agreement to the Close of Business on contrary, the later of (iRights shall not be exercisable as provided in Section 11(a)(ii) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to until such time as the Rights are no longer redeemable hereunderCompany's right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such later time as shall be specified in the resolution taking such action), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights and the Rights Agent by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption transfer agent for the shares of the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based upon on the current per share market price Current Per Share Market Price, as defined in Section 11(d), of the Common Shares (determined pursuant to Section 11(d) hereof) Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofDirectors. (c) At In case the Company shall propose (a) to pay any time following dividend payable in stock of any class to the Share Acquisition Dateholders of its Preferred Stock or Common Stock or to make any other distribution to the holders of its Preferred Stock or Common Stock (other than a regular cash dividend), (b) to offer to the Board holders of Directors its Preferred Stock or Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or Common Stock or shares of stock of any class or any other securities, (c) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock or Common Stock), (d) to effect any consolidation, merger or share exchange into or with any other Person (other than a Subsidiary of the Company may relinquish the right in a transaction which complies with Section 11(m)), (e) to redeem the Rights under this Section 23 by duly adopting a resolution effect any sale or other transfer or to that effect. Immediately upon adoption permit one or more of such resolutionits Subsidiaries to effect any sale or other transfer, the rights in one or more related transactions, of 50 percent or more of the Board of Directors assets or earning power of the Company and its Subsidiaries (taken as a whole) to redeem any other Person (other than the Rights shall terminate without further action and without Company and/or any notice. Promptly after adoption of its Subsidiaries in one or more transactions each of which complies with Section 11(m)), or (f) to effect the liquidation, dissolution or winding up of the Company, then, in each such a resolutioncase, the Company shall publicly announce give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 25, a notice of such proposed action; provided, however, that which shall specify the failure to giverecord date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Preferred Stock or Common Stock if any defect insuch date is to be fixed, any and such notice shall not affect be so given in the validity case of any action covered by clause (a) or (b) above at least 20 days prior to the record date for determining holders of the action Preferred Stock or Common Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the Board taking of Directors such proposed action or the date of participation therein by the holders of the Company. (d) IfPreferred Stock or Common Stock whichever shall be the earlier. In case a Stock Acquisition Date shall occur, following the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, a notice of the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiariessuch event, which did not result in shall specify the occurrence of a Triggering Event such that such Person is thereafter event and the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence consequences of the event described in clause (i) who are Acquiring Persons, then the right to holders of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Rights under Section 2311(a)(ii).

Redemption. A Limited Partner (aor any assignee thereof) The Board may withdraw all or part of Directors his capital contribution and undistributed profits, if any, from the Partnership in multiples of the Company Net Asset Value per Unit of a Class of Limited Partnership Interest (such withdrawal being herein referred to as “redemption”) as of the last day of a month (the “Redemption Date”) after a request for redemption has been made to the General Partner; provided that all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them. As used herein, “request for redemption” shall mean a written or oral request in a form specified by the General Partner and received by the General Partner at least three business days in advance of the Redemption Date, or such other notice period as the General Partner shall determine. The General Partner, in its discretion, may waive the three business day notice requirement. Redemption of partial Units of Limited Partnership Interest will be permitted at the General Partner’s discretion. No redemption of less than all of a Limited Partner’s Units of Limited Partnership Interest will be permitted if, after giving effect to such redemption, the Limited Partner would own fewer than three (3) Units of Limited Partnership Interest. The General Partner may waive the three (3) unit minimum ownership requirement in its sole discretion. Upon redemption, a Limited Partner (or any assignee thereof) shall receive, per Unit of Limited Partnership Interest redeemed, an amount equal to the Net Asset Value per Unit of Limited Partnership Interest for such Class as of the Redemption Date, less any amount owing by such Partner (and his assignee, if any) to the Partnership. If redemption is requested by an assignee, all amounts owed by the Partner to whom such Unit of Limited Partnership Interest was sold by the Partnership as well as all amounts owed by all assignees of such Unit of Limited Partnership Interest shall be deducted from the Net Asset Value per Unit of Limited Partnership Interest for such Class upon redemption by any assignee. Payment will be made within 10 business days after the Redemption Date. The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner and may permit less frequent redemptions if it has received an opinion from counsel that such action is advisable to prevent the Partnership from being considered a publicly traded partnership by the Internal Revenue Service. The General Partner may, at its optionsole discretion and upon notice to the Limited Partners, declare a special Redemption Date on which date Limited Partners may redeem all but not less than all their Units of Limited Partnership Interest at Net Asset Value per Unit of such Class, provided that the Limited Partners submit requests for redemption in a form acceptable to the General Partner . The General Partner may require that any Limited Partner redeem his Units of Limited Partnership Interest on 10 days’ notice to the Limited Partner if, in the sole discretion of the then-outstanding Rights at General Partner, it is in the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action best interests of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right Partnership to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce require such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Company as provided in Section 26 hereof) or (ii) the Share Acquisition Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Company's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) at the time of redemptiona share) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce such action; provided, however, that at any time after the failure to give, or date of this Rights Agreement (A) pay any defect in, any such notice shall not affect the validity dividend on Common Stock in shares of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderCommon Stock, (iB) subdivide or split the outstanding shares of Common Stock into a Person who is an Acquiring Person shall have transferred or otherwise disposed of a greater number of shares or (C) combine or consolidate the outstanding shares of Common Shares in one transaction Stock into a smaller number of shares or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of effect a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less reverse split of the outstanding shares of Common SharesStock, or (D) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, and (ii) there are no other Persons immediately following in each such event, the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject appropriately adjusted to reflect the provisions of this Section 23foregoing.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on . Any such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately redemption will be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). (b) Immediately upon the effectiveness of the redemption of the RightsRights as provided in Section 23(a), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the RightsRights as provided in Section 23(a), the Company shall will publicly announce such actionredemption and, and within 10 calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall will not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof)) at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 23, either generally or solely as to the particular circumstance giving rise to such Share Acquisition Date, by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall will terminate in the manner and to the extent set forth in such resolution without further action and without any noticenotice (except as may otherwise be provided in such resolution). Promptly after adoption of such a resolution, the Company shall will publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall will not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of Directors (i) the first occurrence of a Section 11(a)(ii) Event and (ii) the Final Expiration Date, redeem all (but not less than all) of the then outstanding Rights at a redemption price of $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”). (b) The Company may, at its option, redeem all but not less than all of the then-outstanding Rights at pay the Redemption Price at any time prior to the Close in cash, shares of Business Common Stock (based on the later “current market value” (as defined in Section 11(d)(i) hereof) of (ithe Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderBoard. (bc) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within 10 days after such action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors of the Company shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within 10 days after such action of the Board of Directors of the Company ordering the redemption of the RightsRights (or such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors pursuant to Section 23(b) hereof and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (A) such time as any Person becomes an Acquiring Person, or (B) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”), and the Company may, at its option, pay the Redemption Price at any time prior to the Close of Business in Common Shares (based on the later “current per-share market price,” as such term is defined in Section 11(d) hereof, of (i) the Distribution Date and (ii) Common Shares at the Share Acquisition Datetime of redemption), cash 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 later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (bc) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(b) hereof, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, promptly notify the Company shall give notice Rights Agent in writing of such redemption to the holders and shall promptly give public notice of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to Section 23(b) hereof, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares, provided, however, that failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (d) The Company may, at its option, pay discharge all of its obligations with respect to any redemption of the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) Rights at their last addresses as they appear on the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors registry books of the Company (based upon Rights Agent or, prior to the fair market value of such other considerationDistribution Date, determined by on the Board of Directors registry books of the Company in good faith) or any combination thereof. (c) At any time following transfer agent for the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following upon such action, all outstanding Right Certificates shall be null and void without any further action by the occurrence Company. In the event the Company elects to discharge all of its obligations with respect to any redemption of Rights by mailing payment of the event described Redemption Price to the registered holders of the Rights as set forth in clause (i) who are Acquiring Personsthe preceding sentence, then the right of redemption hereunder dollar amount sent to each such registered holder representing the full Redemption Price to which such registered holder shall be reinstated and entitled shall thereafter be exercisable subject rounded up to the provisions of this Section 23nearest whole cent.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price in cash, shares of Class A Common Stock (based on the current market price of the Class A Common Stock at the time of redemption as determined pursuant to such time as Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, other than in connection with the purchase of Common Stock prior to the Distribution Date. (c) In the event that the Board of Directors adopts an effective resolution ordering the redemption of the Rights in compliance with Section 23(a), the Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price discharge all of the Common Shares (determined pursuant its obligations with respect to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights in accordance with this Agreement and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then prior to the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be reinstated null and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company Corporation may, at its option, but only by the vote of a majority of its Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later tenth day following the Stock Acquisition Date (subject to extension by the Corporation as provided in Section 26 hereof) at a redemption price of $0.01 per Right, subject to adjustment as provided in Section 23(c) hereof (i) the Distribution Date and (ii) "Redemption Price"). The redemption of the Share Acquisition Date, or Rights by the Board of Directors of the Corporation may be made effective at such time after the Board's action to redeem the Rights on such later date basis and subject to such conditions, as the Board of Directors of the Corporation in its sole and absolute discretion may designate establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable prior to such time as the Rights are no longer redeemable expiration of the Corporation's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors of the Corporation ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors of the Corporation ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company Corporation shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay At the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights option of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionCorporation, the Company Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Corporation's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-thousandth of a share) of Preferred Stock or Common Stock having a Fair Market Value equal to such cash payment. (c) In the event the Corporation shall publicly announce such action; providedat any time after the date of this Agreement but before the Close of Business on the tenth day following the Stock Acquisition Date (A) pay any dividend on Common Stock in shares of Common Stock, however, that (B) subdivide or split the failure to give, outstanding shares of Common Stock into a greater number of shares or any defect in, any such notice shall not affect (C) combine or consolidate the validity outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock and as a consequence thereof the number of Rights outstanding shall change, then, and in each such event, the Redemption Price may, by action of the Board of Directors of the CompanyCorporation in its discretion, be appropriately adjusted in respect of such transaction so as to maintain the aggregate Redemption Price of all Rights after such transaction at the same amount, insofar as practicable, as before the transaction. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of Series A Preferred Stock shall not be redeemable by the Company mayCorporation prior to the First Call Date. On and after the First Call Date, to the extent the Corporation shall have funds legally available for such payment, the Corporation may redeem at its optionoption all the shares of Series A Preferred Stock, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time in whole only at a redemption price per share equal to the Liquidation Preference (which for the avoidance of doubt shall be deemed to include all accrued and unpaid dividends thereon) plus the Redemption Premium thereon to the date fixed for redemption (the REDEMPTION PRICE). (i) Subject to paragraphs (iii) and (iv) below, upon the occurrence of a Change of Control (the date of such occurrence being the CHANGE OF CONTROL DATE), the Corporation shall, to the extent funds are legally available therefor, make an offer (the CHANGE OF CONTROL OFFER) to Holders to repurchase 100% of each Holder's share of Series A Preferred Stock at a price per share in cash equal to (A) if the Change of Control Payment Date is prior to the Close First Call Date, 110% of Business on the later product of (ix) one plus the number (or fraction) of shares of Series A Preferred Stock accrued and unpaid as dividends on such share to the Change of Control Payment Date, times (y) the Distribution Date and Conversion Ratio (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate defined in paragraph 8) in effect immediately prior to such time as the Rights are no longer redeemable hereunder. Change of Control, times (bz) Immediately upon if the action Change of Control is the Board result of Directors of the Company ordering the redemption of the Rightsa tender or exchange offer, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, merger or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of business combination, the price paid per share of Common Stock in such tender or exchange offer, merger or other form of business combination (with the fair market value of any non-cash consideration deemed appropriate being determined in good faith by the Board of Directors of the Company Corporation), or if the Change of Control is not the result of a tender or exchange offer, merger or other form of business combination, the 10-Day Market Price of the Common Stock on the Change of Control Date and (based B) if the Change of Control Payment Date is on or after the First Call Date, the Redemption Price; provided, that a Holder shall not be entitled to tender any Series A Preferred Stock under this provision until such time as the Corporation has repurchased such debt securities as are required to be repurchased by the Corporation upon such event pursuant to the fair market value Corporation's credit and financing agreements. The Corporation shall promptly take all actions required to make such repurchases of debt securities. (ii) The Corporation shall make the Change of Control Offer not later than 30 days following the Change of Control Date by giving notice to each Holder specifying a date, not less than 20 days nor more than 30 days after the date of such other considerationnotice, determined on which the Corporation will purchase any shares of Series A Preferred Stock subject to such offer (the CHANGE OF CONTROL PAYMENT DATE). Not less than 2 Business Days prior to the Change of Control Payment Date, each Holder shall notify the Corporation (an ELECTION NOTICE) as to the number of shares of Series A Preferred Stock in respect of which it is accepting the Change of Control Offer. If a Holder does not deliver the Election Notice by such date, its rights under this paragraph 6(b) will terminate. If a Holder does deliver an Election Notice by such date, then (A) such Election Notice will be a binding commitment of such Holder to sell to the Corporation on the Change of Control Payment Date the number of shares of Preferred Stock specified in such Election Notice, subject to paragraph 6(b)(i) and (B) on the Change of Control Payment Date, (x) the Corporation will deliver to such Holder an amount of cash equal to the purchase price for the Series A Preferred Stock to be purchased and (y) such Holder will deliver to the Corporation free and clear of any Liens one or more certificates representing the Series A Preferred Stock to be sold duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. (iii) Notwithstanding the foregoing, the Corporation shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the price and at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Board Corporation and purchases all shares of Directors Series A Preferred Stock validly tendered under such Change of Control Offer. (iv) The Corporation's obligations under this paragraph 6(b) are subject to compliance with the Company in good faithCalifornia Corporations Code. If the Corporation is limited by the California Corporations Code from fully complying with its obligations hereunder, the Corporation agrees that: (A) it will comply with its obligations hereunder to the extent it is able to do so and (B) it will use its best efforts to remove any such legal impediment. If, at any time, the Corporation is obligated to make a Change of Control Offer hereunder but is not able to fully perform its obligations hereunder because of a legal impediment, each Holder may elect to have the Corporation defer such Change of Control Offer until the Corporation is legally able to fully perform its obligations hereunder. The Series A Preferred Stock will continue to accrue dividends until repurchased, redeemed or any combination thereofconverted. (c) At If the Shares of Series A Preferred Stock are purchased or redeemed, then they shall (upon compliance with any time following the Share Acquisition Date, the Board of Directors applicable provisions of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights laws of the Board State of Directors California) have the status of authorized and unissued shares of the Company class of Preferred Stock undesignated as to redeem the Rights shall terminate without further action series and without may be redesignated and reissued as part of any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity series of the action Preferred Stock; provided that no such issued and reacquired shares of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Series A Preferred Stock shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23reissued or sold as Series A Preferred Stock.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the close of business, on the earlier of (i) the Share Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then-outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior establish. 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 as determined pursuant to Section 11(d)(i)) or any other form of consideration deemed appropriate by the Board of Directors of the Company, or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Stock and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors of the Company) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Rights are no longer redeemable hereunderCompany ceases to be so prevented from paying the Redemption Price. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the Rights, Rights pursuant to Section 23(a) (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption) and without any further action and without any notice, the right to exercise the Rights shall will terminate and each Right will thereafter represent only the only right thereafter of the holders of Rights shall be to receive the Redemption Price, without interest thereon. Promptly The Company shall promptly give public notice of any such redemption and, within ten calendar days after such action causing a redemption of the action of its Rights pursuant to Section 23(a) (or such later time as the Board of Directors ordering the redemption of the RightsCompany may establish for the effectiveness of such redemption), the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give mail a notice of such redemption to all the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayNotwithstanding the foregoing, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice required to be made or given pursuant to this Section 23(b) shall not affect the validity of the action redemption of the Board of Directors of the CompanyRights. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors), redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution Date and (ii) tenth day following the Share Stock Acquisition Date, or on such later date as provided, however, that, during the Board of Directors may designate prior time period relating to such time as when the Rights are no longer redeemable hereunder. (b) Immediately upon the action of may be redeemed, the Board of Directors of the Company ordering the redemption (upon approval of a majority of the RightsContinuing Directors) may extend the time during which the Rights may be redeemed to be at any time as may be determined by the Board of Directors of the Company and the Continuing Directors or (ii) the Final Expiration Date, and without at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction after the date hereof (the "Redemption Price"). (b) Without any further action and without any notice, the right to exercise the Rights shall will terminate at the effective time of the action of the Board of Directors and the Continuing Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors and the Continuing Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay At the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights option of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionDirectors, the Company shall publicly announce such action; providedRedemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of at the Company. 's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-thousandth (d1/1000) If, following the occurrence of a Share Acquisition Date and following the expiration share) of the right of redemption hereunder, (i) Preferred Stock having a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event Fair Market Value equal to such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23cash payment.

Redemption. (a) The Subject to the provisions of Section 27, the Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close of Business on the 20th day after the Shares Acquisition Date or (y) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"), PROVIDED, HOWEVER, that for the purposes hereof the Board of Directors of the Company shall be entitled to so redeem the Rights after the time at which any Person first becomes an Acquiring Person only if a majority of the directors then serving are Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Redemption Price shall be payable in cash by the Company. The redemption of the Rights by the Board of Directors of the Company may be made effective at any such time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior establish. The Board of Directors and the Company shall not have any liability to such time any Person as a result of the redemption of Rights are no longer redeemable hereunderpursuant to the terms of this Section 23. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided in this paragraph shall be deemed given, given whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner except as specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, or in Section 24 or in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionoption and in its sole discretion, at any time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). 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. The Redemption Price shall be payable, at any time prior to the Close option of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateCompany, in cash, Common Shares, or on such later date other form of consideration as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereundershall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights thereafter shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any share split, share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to the last sentence of paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based Rights; then, and upon the fair market value of such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the all outstanding Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights Certificates shall terminate be null and void without further action and without any noticeby the Company. Promptly after adoption of such a resolution, Neither the Company shall publicly announce such action; providednor any of its Affiliates or Associates may redeem, howeveracquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company Corporation may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Corporation as provided in Section 26 hereof) or (ii) the Share Acquisition Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Corporation's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company Corporation shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Corporation's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100th) at the time of redemptiona share) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At In the event the Corporation shall at any time following after the Share Acquisition Date, the Board date of Directors this Rights Agreement (A) pay any dividend on Common Stock in shares of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderCommon Stock, (iB) subdivide or split the outstanding shares of Common Stock into a Person who is an Acquiring Person shall have transferred or otherwise disposed of a greater number of shares or (C) combine or consolidate the outstanding shares of Common Shares in one transaction Stock into a smaller number of shares or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of effect a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less reverse split of the outstanding shares of Common SharesStock, or (D) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation), then, and (ii) there are no other Persons immediately following in each such event, the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject appropriately adjusted to reflect the provisions of this Section 23foregoing.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. 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 deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of For so long as either Member’s total Percentage Interest is less than 10% (the Company may“Redemption Subject Member”), at its optionthe other Member (the “Redeeming Member”) shall have the right, redeem all but not the obligation, to purchase all, but not less than all all, of such Redemption Subject Member’s Membership Interest for an amount in cash equal to the then-outstanding Rights at Buyout Fair Market Value of such Membership Interest, such right to be exercised by the Redemption Price Redeeming Member at any time prior by providing written notice to the Close of Business on the later of Redemption Subject Member (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereundera “Redemption Notice”). (b) Immediately upon The Redemption Notice shall include the action Redeeming Member’s good faith calculation of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment proposed Buyout Fair Market Value of the Redemption Price will Subject Member’s Membership Interest. If the Redemption Subject Member does not agree with such proposed Buyout Fair Market Value, the Redeeming Member and the Redemption Subject Member shall jointly appoint an Appraiser to determine the Buyout Fair Market Value of such Membership Interest and shall instruct such Appraiser to deliver to the Redeeming Member and the Redemption Subject Member as promptly as reasonably practicable, and in any event no later than 30 days after its appointment, a written report setting forth in reasonable detail such Appraiser’s determination of the Buyout Fair Market Value of such Membership Interest, which determination shall be madefinal and binding on the Redeeming Member and the Redemption Subject Member absent fraud or manifest error. The Company mayCompany, at its option, pay the Redeeming Member and the Redemption Price Subject Member shall provide the Appraiser with all information it may reasonably request in cash, Common Shares (based upon the current per share market price course of preparing its determination. The costs and expenses of the Common Shares (determined pursuant to Section 11(d) hereof) at Appraiser shall be borne equally between the time of redemption) or any other form of consideration deemed appropriate by Redeeming Member and the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofRedemption Subject Member. (c) At any time following If the Share Acquisition DateRedeeming Member delivers a valid Redemption Notice, the Board of Directors closing of the Company Transfer of the Redemption Subject Member’s Membership Interest to the Redeeming Member shall occur not later than the latest of (i) 20 Business Days after the delivery of the Redemption Notice, (ii) five Business Days after the final determination of the Buyout Fair Market Value of such Membership Interest and (iii) five Business Days after the date on which all of the following conditions are satisfied or (to the extent permitted by applicable Law) waived by the applicable Member, or, subject to such satisfaction or waiver, on such other date as the Redeeming Member and the Redemption Subject Member may relinquish mutually agree: (i) there shall not be in effect any Law or Order that enjoins, restrains, prohibits or makes illegal the right to redeem the Rights under Transfer contemplated by this Section 23 by duly adopting a resolution to 10.08; and (ii) there shall have been obtained all material consents and approvals from Governmental Authorities that effect. Immediately upon adoption of such resolution, the rights are required for each of the Board of Directors of Redeeming Member and the Company Redemption Subject Member, as applicable, to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of effect such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the CompanyTransfer. (d) If, following At the occurrence of a Share Acquisition Date and following the expiration closing of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less Transfer of the outstanding Common SharesRedemption Subject Member’s Membership Interest to the Redeeming Member, the Redemption Subject Member shall deliver to the Redeeming Member good and (ii) there are no other Persons immediately following marketable title to the occurrence Redemption Subject Member’s Membership Interest, free and clear of all Encumbrances, pursuant to and in accordance with definitive agreements customary for such transactions and reasonably acceptable to the event described in clause (i) who are Acquiring Persons, then Redeeming Member and the right of redemption hereunder Redemption Subject Member; provided that the representations and warranties required to be made by the Redemption Subject Member shall be reinstated and shall thereafter be exercisable subject limited to the provisions of this Section 23Required Representations.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors then in office, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution Date date on which any Person becomes an Acquiring Person, and (ii) the Share Acquisition Final Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the effective time of the action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsClass A Common Stock and Class B Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time Company's election, cash or depositary receipts in lieu of redemptionfractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share of Preferred Stock) of Class A Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Class B Preferred Stock, as appropriate, or Class A Common Stock or Class B Common Stock, as appropriate, in each case having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce at any time after the date of this Rights Agreement (A) pay any dividend on Class A Common Stock or Class B Common Stock in shares of Class A Common Stock or Class B Common Stock, (B) subdivide or split the outstanding shares of Class A Common Stock or Class B Common Stock into a greater number of shares, or (C) combine or consolidate the outstanding shares of Class A Common Stock or Class B Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Class A Common Stock or Class B Common Stock, then, and in each such actionevent, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Class A Common Stock or Class B Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock or Class B Common Stock outstanding immediately prior to such event; provided, however, that in each case such adjustment to the failure to give, or any defect in, any such notice Redemption Price shall not affect be made only if the validity amount of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.reduced or increased by at least $0.01

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date, or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date, or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $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 at any time prior Price”). Notwithstanding anything contained in this Agreement to the Close of Business on the later of (i) the contrary, a Distribution Date shall not occur and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to Rights shall not be exercisable until such time as the Rights are no longer redeemable hereunderCompany’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market price”, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of Transfer Agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The At any time prior to the time any Person becomes an Acquiring Person, the Board of Directors of the Company may, at its optionby the Required Board Vote, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Price. The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time establish. The Company may, at its option, pay the Redemption Price in cash, Class B Common Stock (based on the market price thereof, as determined by the Rights are no longer redeemable hereunderBoard of Directors) or other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or on such other later date, or upon satisfaction of such conditions, as shall be specified in the resolution of the Board of Directors approving such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Shares Acquisition Date or such later date as may be determined by the affirmative vote of a majority of the Board of Directors and publicly announced by the Company, or (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”), and the Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the Current Per Share Market Price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten calendar (10) days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then- outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Corporation may, by resolution of its Board of Directors of the Company mayDirectors, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later earlier of (ix) the Distribution Date and time that the Corporation becomes aware that a Person has become an Acquiring Person or (iiy) the Share Acquisition Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (payable 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 of the Corporation), 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”). Such redemption of the Rights by the Corporation may be made effective at such time, on such later date bases and with such conditions as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderin its sole discretion establish. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the redemption of the RightsRights (or at such time subsequent to such action as the Board of Directors may determine), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company The Corporation shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of any such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock of the Corporation. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayNeither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption or in Section 24 hereof, other than in connection with the purchase of such resolution, the rights Common Stock of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject Corporation prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Prior to the Expiration Date, the Directors of the Company may, at its their option, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Redemption Price Price"), at any time prior to the Close close of Business business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board first occurrence of Directors may designate prior to such time as the Rights are no longer redeemable hereundera Triggering Event. (b) Immediately upon the effective date of the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the he Rights, the Company shall publicly announce such actionaction and, and within 10 ten calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d11(e) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Directors) at the time of redemption, the Company shall pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price. (c) At any time following the Share Acquisition Datetime, the Board of Directors of the Company may relinquish the right their rights to redeem the Rights under this Section 23 paragraphs (a) or (b) above, or both, by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board Directors under the portions of Directors of the Company to redeem the Rights this Section 23 specified in such resolution shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company mayCompany, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) tenth day following the Distribution Date and (ii) the Share Stock Acquisition Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), provided, however, that during the time period relating to when the Rights may be redeemed, the Board of Directors of the Company may extend the time during which the Rights may be redeemed to be at any time as may be determined by the Board of Directors, and provided, further, that if the Board of Directors of the Company authorizes redemption of the Rights or an extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization or extension shall require the concurrence of a majority of such Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such later date basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 14 days after such action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board Our board of Directors of directors may redeem the Company mayRights, in whole, but not in part, at its option, redeem all but not less than all a price of the then-outstanding Rights at the Redemption Price $0.01 per Right at any time prior to before any person or group becomes an Acquiring Person. The redemption price is payable, at our option, in cash, shares of our common stock or such other form of consideration as the Close board determines. The redemption of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateRights may be made effective at such time, or on such later date basis and with such conditions as the Board our board of Directors directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunder. (b) establish. Immediately upon the action of the Board of Directors of the Company ordering the any redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Priceredemption price. Promptly after The redemption price is subject to adjustment in certain events. AMENDMENT For so long as the action of its Board of Directors ordering Rights are outstanding and then redeemable, we may, except with respect to the redemption price, amend the Rights Agreement in any manner. This includes the ability to lower the ownership threshold for an Acquiring Person, which triggers the "flip-in" provision, to as low as 10%. After the Rights are no longer redeemable, we may, except with respect to the redemption price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights, other than those of any Acquiring Person, whose Rights will have become void. INTERPRETATION; BOARD APPROVALS Our board of directors has the Company shall publicly announce sole authority to administer the Rights Agreement and to exercise all rights and powers granted to the board or to us, or as are advisable in the administration of the Rights Agreement, including the power to interpret the provisions of the Rights Agreement and to make all determinations appropriate for the administration of the Rights Agreement, including a determination to redeem or not to redeem the Rights, to exchange the Rights or to amend or supplement the Rights Agreement. All such actioninterpretations and determinations in good faith are final and binding on the parties, including the Rights holders, and within 10 calendar days thereafterdo not subject the Board, or the Company shall give notice of such redemption individual directors, to any liability to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board in its sole discretion may establish. The Redemption Price shall be payable, at the option of Directors may designate prior to the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Subsection (a) of this Section 23 (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to the Rights Agent and to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Subject to the following sentence, the Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). If at any time prior to a Person becoming an Acquiring Person there occurs a Change in Control, then the Close of Business on the later of Rights may be redeemed pursuant to this Section 23(a) only if (i) the Distribution Date Board of Directors (x) approves such redemption, (y) recommends such redemption to the Company's shareholders and (z) takes all steps necessary to call and hold a special meeting of the Company's shareholders (a "Special Meeting") for the purpose of voting on such redemption and (ii) at such Special Meeting the Share Acquisition Dateholders of at least 85% of the Common Shares then outstanding approve ("Shareholder Approval") such redemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Subject to the Provisions of this Section 23(a), the redemption of the Rights by the Board of Directors may be made effective at such time on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as establish. If redemption of the Rights are no longer redeemable hereunderis to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that, subject to compliance with the limitations that apply under this Section 23(a) following a Change in Control, the Board of Directors may subsequently cause the Rights to be redeemed at a date earlier than the scheduled effective date of the redemption. (b) Immediately upon the action of the Board of Directors (subject, in the event of the Company a Change in Control, to Shareholder Approval of any redemption) ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such actionpromptly give public notice, and within 10 calendar days thereafter, the Company shall give with simultaneous written notice of such redemption to the holders Rights Agent, of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors (subject, in the event of a Change in Control, to Shareholder Approval of any redemption) ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Rights. Upon such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights all outstanding Right Certificates shall terminate be null and void without further action and without any noticeby the Company. Promptly after adoption of such a resolution, Neither the Company shall publicly announce such action; providednor any of its Affiliates or Associates may redeem, howeveracquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than 69 66 all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. 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 as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon 70 67 the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof, but, for the avoidance of doubt, excluding the Spin-Off (the redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors the Company in its sole discretion may designate prior establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Class A Common Stock (based on the “current per share market price,” determined pursuant to Section 11(d)(i) of the Class A Common Stock at the time of redemption) or such time other form of consideration as the Rights are no longer redeemable hereunderCompany’s Board shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Company’s Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Company’s Board ordering the redemption of the RightsRights (or such later time as the Company’s Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Rights Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionoption by majority vote, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Company as provided in Section 27 hereof) or (ii) the Share Acquisition Final Expiration Date, at a redemption price of $.001 per Right, subject to adjustments to reflect any stock split, stock dividend or on such later similar transaction occurring after the date hereof as provided in subsection (c) below (the "Redemption Price"); provided, however, the Company may redeem the Rights only if at the time of the action of the Board there are then in office not less than two Continuing Directors and such redemption is approved by a majority of the Continuing Directors may designate then in office. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the Board's action of the Board of Directors of the Company ordering the redemption of the Rightsrights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within ten (10) days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to giveRights Agent, or any defect inprior to the Distribution Date, any such notice shall not affect on the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the such notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Company's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) at the time of redemptiona share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a share, integral multiples of that fraction) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Preferred Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce such action; provided, however, that at any time after the failure to give, or date of this Rights Agreement (A) pay any defect in, any such notice shall not affect the validity dividend on Common Stock in shares of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderCommon Stock, (iB) subdivide or split the outstanding shares of Common Stock into a Person who is an Acquiring Person shall have transferred or otherwise disposed of a greater number of shares or (C) combine or consolidate the outstanding shares of Common Shares in one transaction Stock into a smaller number of shares or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of effect a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less reverse split of the outstanding shares of Common SharesStock, then, and (ii) there are no other Persons immediately following in each such event, the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to such event and shall thereafter be exercisable subject to the provisions denominator of this Section 23which is the number of shares of Common Stock outstanding immediately after such event.

Redemption. (a) The Board of Directors of If the Company may, at its option, redeem all but not less than Remarketing Dealer has elected to purchase all of the then-outstanding Rights at the Redemption Price at Securities on any time prior Remarketing Date pursuant to the Close paragraph 2 of Business on the later this reverse of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the RightsSecurity, the Company and the Co-Obligor shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish have the right to redeem the Rights under this Section 23 Securities, in whole or in part, from the Remarketing Dealer on such Remarketing Date, at a price equal to the sum of (x) the applicable Dollar Price (as defined in the Remarketing Agreement) and (y) the Call Price (as defined in the Remarketing Agreement) (the sum of (x) and (y) equaling the "Redemption Price") and by duly adopting a resolution to that effect. Immediately upon adoption giving written notice of such resolutionelection, including the amount of Securities to be so redeemed, to the Remarketing Dealer no later than the later of: (i) the Business Day immediately prior to the relevant Determination Date, or (ii) if fewer than three Reference Corporate Dealers timely submit firm, committed bids in writing in accordance with subparagraph (a) of paragraph 5 of this reverse of Security, immediately after the deadline set by the Remarketing Dealer for receiving such bids has passed; provided that this clause (ii) shall not apply if the Company and the Co-Obligor have given notice to the Remarketing Dealer that such bids should not be solicited as provided in subparagraph (b) of paragraph 5 of this reverse of Security. In either such case, the rights Company and the Co-Obligor shall pay such Redemption Price for the specified amount of Securities in same-day funds by wire transfer on such Remarketing Date to an account designated by the Board Remarketing Dealer. For purposes of Directors of calculating the Call Price, the Remarketing Dealer shall be deemed to have made the request for the Call Price on the date the Company and the Co-Obligor make their election to redeem the Rights shall terminate without further action specified amount of Securities. Unless the Company and without any noticethe Co-Obligor default in payment of the Redemption Price, on and after the applicable Remarketing Date, interest will cease to accrue on the Securities or portions thereof called for redemption. Promptly after adoption Upon such payment of such a resolutionthe Redemption Price, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity outstanding principal amount of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Securities shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23reduced accordingly.

Redemption. (a) The Company may, by resolution of its Board of Directors of the Company mayDirectors, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth Business Day following the Stock Acquisition Time or (y) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, 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 Price”). 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 under this Section 23(a) has expired. The Board of Directors of the Company may, in its discretion, at any time prior to the Close Stock Acquisition Time, extend the time within which to redeem the then outstanding Rights prior to their exercise. The redemption of Business on the later Rights by the Board of (i) the Distribution Date and (ii) the Share Acquisition DateDirectors may be made effective at such time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, Common Stock (based on the Current Market Price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors of the Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such time subsequent to such action as the Board of Directors may determine), evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Neither the Company maynor any of its Affiliates or Associates may redeem, acquire or purchase any Rights at its optionany time in any manner other than that specifically set forth in this Section 23, pay and other than in connection with the Redemption Price in cash, repurchase of Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors Stock of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionoption and in its sole discretion, at any time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares or Class A Common Shares after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE"). 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. The Redemption Price shall be payable, at any time prior to the Close option of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateCompany, in cash, Common Shares, or on such later date other form of consideration as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereundershall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights thereafter shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares or Class A Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Neither the Company maynor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at its optionany time or in any manner other than as specifically set forth in this Section 23 or Section 24 hereof, pay and other than in connection with the Redemption Price in cash, purchase of Common Shares (based upon the current per share market price of the or Class A Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock dividend declared or paid, any subdivision or combination of the outstanding shares of Common Stock or Class B Common Stock of the Company or any similar event occurring after the date of this Agreement (such redemption price, as adjusted from time to time, being hereinafter referred to as the “Redemption Price at any time prior Price”). The Rights may be redeemed only until the earlier to the Close of Business on the later occur of (i) the Distribution Date and time at which any Person becomes an Acquiring Person or (ii) the Share Acquisition Final Expiration Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights in accordance with Section 23 hereof, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafterRights in accordance with Section 23 hereof, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption Transfer Agent for the Common Stock and Class B Common Stock of the RightsCompany. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with the purchase or other acquisition of shares of Common Stock or Class B Common Stock of the Company prior to the Distribution Date (including, without limitation, upon conversion of shares of Class B Common Stock into shares of Common Stock). (c) The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock or Class B Common Stock of the Company (based upon on the current per share market price Fair Market Value of the Common Shares (determined pursuant to Section 11(d) hereof) at Stock or Class B Common Stock of the Company as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided, however, that if the Company elects to such time as 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 are no longer redeemable hereundershall be rounded down to the next whole share. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on . Any such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately redemption will be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). (b) Immediately upon the effectiveness of the redemption of the RightsRights as provided in Section 23(a), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the RightsRights as provided in Section 23(a), the Company shall will publicly announce such actionredemption and, and within 10 calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall will not affect the 36 40 validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof)) at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall will terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall will publicly announce such action; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall will not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as establish. If redemption of the Rights are no longer redeemable hereunderis to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based Rights; then, and upon the fair market value of such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the all outstanding Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights Certificates shall terminate be null and void without further action and without any noticeby the Company. Promptly after adoption of such a resolution, Neither the Company shall publicly announce such action; providednor any of its Affiliates or Associates may redeem, howeveracquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors pursuant to subsection (b) of this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Record Date (such redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior 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 Rights are no longer redeemable hereunderCompany’s right of redemption hereunder has expired. (bc) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to subsection (b) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the effectiveness of the action of the Board of Directors ordering the redemption of the RightsRights pursuant to subsection (b), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then in issue Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any share division, share dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the then-outstanding Rights may be made effective at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. 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 deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of such redemption (with simultaneous written notice to the holders Rights Agent) of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then in issue Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Shares Acquisition Date or such later date as may be determined by action of a majority of Continuing Directors then in office and publicly announced by the Company or (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on such later date the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash; PROVIDED, HOWEVER, if the Board of Directors may designate prior to such time as of the Company authorizes redemption of the Rights are no longer redeemable hereunderon or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Company as provided in Section 26 hereof) or (ii) the Share Acquisition Final Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Company's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) at the time of redemptiona share) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce such action; provided, however, that at any time after the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions date of this Section 23.Rights Agreement (A) pay any dividend on Common

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Final Expiration Date and (ii) such time as a Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any such time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the redemption of the RightsRights pursuant to subsection (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company Corporation may, at its option, option pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors Directors. The Corporation shall promptly give public notice of the Company (based upon the fair market value of any such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such actionredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Company. Rights pursuant to paragraph (d) Ifa), following the occurrence Corporation shall mail a notice of a Share Acquisition Date and following redemption to all the expiration holders of the right then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption hereunderwill state the method by which the payment of the Redemption Price will be made. Neither the Corporation nor any of its Affiliates or Associates may redeem, (i) a Person who is an Acquiring Person shall have transferred acquire or otherwise disposed of a number purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights by the Board of Directors of the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 Business Days after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company maynotice, at its optionif mailed in the manner herein provided, pay shall be conclusively presumed to have been duly given, whether or not the Redemption Price in cash, Common Shares (based upon the current per share market price holder of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Rights receives such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionIn any case, the Company shall publicly announce such action; provided, however, that the failure to givegive such notice by mail, or any defect inin the notice, to any such notice particular holder of Rights shall not affect the validity sufficiency of notice to other holders of Rights. Neither the action Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price at a redemption price of $0.01 per Right, appropriately adjusted to reflect any time prior to the Close of Business dividend declared or paid on the later Common Shares in Common Shares or any subdivision or combination of the outstanding Common Shares or similar event occurring after the date of this Agreement (such redemption price, as adjusted from time to time, being hereinafter referred to as the "Redemption Price"). The Rights may be redeemed only until the earlier to occur of (i) 5:00 P.M., Cleveland, Ohio time, on the Distribution calendar day after the Share Acquisition Date and or (ii) the Share Acquisition Final Expiration Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, on the registry books of the Transfer Agent for the Common Shares. Any notice that is mailed in the failure to givemanner herein provided shall be deemed given, whether or any defect in, not the holder receives the notice. The Company promptly shall mail a notice of any such notice shall not affect the validity exchange to all of the redemption holders of such Rights at their last addresses as they appear upon the registry books of the RightsRights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 or in connection with the purchase of Common Shares prior to the Distribution Date. (c) The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon on the current per share market price Fair Market Value of the Common Shares (determined pursuant to Section 11(d) hereof) at as of the time of redemption) or any other form of consideration deemed considered appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofDirectors. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price at a redemption price of $.01 per Right, appropriately adjusted to reflect any time prior stock split, stock dividend or similar transaction with respect to the Close Common Stock occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateRights may be made effective at such time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to the Rights Agent and to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board, by the affirmative vote of the Board of Directors of the Company Trustees, may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any share split, share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price at any time Price”). The preceding sentence notwithstanding, prior to the Close expiration of Business on the later of period during which the Rights may be redeemed as specified therein (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date longer period as the Board of Directors Trustees of the Trust may designate prior select pursuant to this sentence), the Board of Trustees of the Trust may extend, one or more times, the period during which the Rights may be redeemed beyond the close of business on the tenth day following the Shares Acquisition Date. The Trust may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Trustees. The redemption of the Rights by the Board of Trustees may be made effective at such time on such basis and with such conditions as the Rights are no longer redeemable hereunderBoard of Trustees in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company Trustees ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Trustees pursuant to the last sentence of paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company The Trust shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Trustees ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Trust shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company Trust may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based Rights; then, and upon the fair market value of such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights all outstanding Right Certificates shall terminate be null and void without further action and without by the Trust. Neither the Trust nor any notice. Promptly after adoption of such a resolutionits Affiliates or Associates may redeem, the Company shall publicly announce such action; providedacquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, however, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The At least a majority of the Board of Directors of the Company may, at its their option, at any time prior to the earlier of (i) the Shares Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agree- ment (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors of the Company may be made effective at any such time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date basis and with such conditions as the Board of Directors of the Company in their sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d)(i), of the Common Shares at the time of the redemption) or any other form of consideration deemed appropriate by a majority of the Board of Directors of the Company; provided, however, that if the Company elects to such time as pay the Redemption Price in Common Shares, the Company shall not be required to issue any fractional Common Shares, and the number of shares issuable to each holder of Rights are no longer redeemable hereundershall be rounded down to the next whole number. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series prior to the Distribution Date. 4. Amendment of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less Sections 24(a) and 24(b). Sections 24(a) and 24(b) of the outstanding Common Shares, and (ii) there Rights Agreement are no other Persons immediately following the occurrence of the event described amended to read in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.their entirety as follows:

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being called the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, Common Shares or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such actionpromptly give public notice, and within 10 calendar days thereafter, the Company shall give with simultaneous written notice of such redemption to the holders Rights Agent, of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect effect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed to have been duly given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, or in Section 24 or other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors as provided in Section 27 hereof, or (ii) the close of business on the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price date hereof (the redemption price being hereinafter referred to as the "REDEMPTION PRICE"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. 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 as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of such redemption (including prompt notice thereof to the holders Rights Agent) of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company Bank may, at its optionoption and subject to receipt of all necessary bank regulatory approvals (if any), at any time prior to the earlier of (i) the close of business on the tenth day after the 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 appropriately adjusted to reflect any stock split, stock dividend, reclassification 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 Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DatePrice"); provided, or on such later date as however, that if the Board of Directors may designate prior of the Bank authorizes redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a) (ii) Event until such time as the Rights are no longer redeemable hereunderBank's right of redemption hereunder has expired which time period may be extended by the Board of Directors for so long as necessary to obtain any required bank regulatory approvals. The Bank may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company Bank ordering the redemption of the Rights, Rights and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company Bank shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of Transfer Agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayNeither the Bank nor any of its Subsidiaries may redeem, acquire or purchase for value any Rights at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption or in Section 24 hereof, and other than in connection with the purchase or other acquisition of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number shares of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject Stock prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. 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 as determined pursuant to such time as Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company Corporation may, at its option, but only by the vote of a majority of its Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later tenth day following the Stock Acquisition Date (subject to extension by the Corporation as provided in Section 26 hereof) at a redemption price of $0.01 per Right, subject to adjustment as provided in Section 23(c) hereof (i) the Distribution Date and (ii) “Redemption Price”). The redemption of the Share Acquisition Date, or Rights by the Board of Directors of the Corporation may be made effective at such time after the Board’s action to redeem the Rights on such later date basis and subject to such conditions, as the Board of Directors of the Corporation in its sole and absolute discretion may designate establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable prior to such time as the Rights are no longer redeemable expiration of the Corporation’s right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors of the Corporation ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors of the Corporation ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company Corporation shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay At the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights option of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionCorporation, the Company Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Corporation’s election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-thousandth of a share) of Preferred Stock or Common Stock having a Fair Market Value equal to such cash payment. (c) In the event the Corporation shall publicly announce such action; providedat any time after the date of this Agreement but before the Close of Business on the tenth day following the Stock Acquisition Date (A) pay any dividend on Common Stock in shares of Common Stock, however, that (B) subdivide or split the failure to give, outstanding shares of Common Stock into a greater number of shares or any defect in, any such notice shall not affect (C) combine or consolidate the validity outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock and as a consequence thereof the number of Rights outstanding shall change, then, and in each such event, the Redemption Price may, by action of the Board of Directors of the CompanyCorporation in its discretion, be appropriately adjusted in respect of such transaction so as to maintain the aggregate Redemption Price of all Rights after such transaction at the same amount, insofar as practicable, as before the transaction. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.