Common use of Reservation and Availability of Common Stock Clause in Contracts

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may be. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available at all times out of its authorized and unissued shares of Common Stock (and, following the occurrence and/or other shares of an Adjustment Event, other securities capital stock or out of securities) or its authorized and issued shares of Common Stock (and/or other shares of capital stock or securities) held in its treasury) , free from preemptive rights or any right of first refusal, the number of shares of Common Stock (and, following the occurrence and/or other shares of an Adjustment Event, other capital stock or securities) that, as provided in this Agreement that will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect Rights from time to time outstanding. (b) So long as the shares of Common Stock (and/or other shares of capital stock or other securities) issuable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at Rights may be listed on any national securities exchange, the Company shall use its reasonable efforts to cause, from and after the time the Rights become exercisable, the then outstanding all shares of Common Stock are reserved for such issuance to be listed on any national or regional securities such exchange or are quoted on the National Association upon official notice of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to to: (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise earlier of the Rights has been determined in accordance with this Agreement, Separation Date or as soon as is required by law following the Distribution Date, as the case may belaw, a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, ; (ii) cause such registration statement to become effective as soon as practicable after such the filing, and ; and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier earliest of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of Expiration Date and (C) the expiration of the RightsRedemption Date. The Company will also take such all action as may be appropriate under, and which will necessary to ensure compliance with, with the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement statements and permit it them to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such that jurisdiction shall have been obtainedobtained and, if applicable, until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or and/or other shares of capital stock of securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities any certificate for shares of Common Stock (and/or other shares of capital stock of securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificates Rights Certificate evidencing Rights surrendered for exercise or to issue the issuance or deliver delivery of any certificates for securities in a name shares of Common Stock (and/or other than that shares of capital stock of securities, as the registered holder case may be), upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury (and, following the occurrence of an Adjustment a Triggering Event, other securities or out of its authorized and issued shares held unissued other securities or securities in its treasury) , if appropriate), the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, and other securities) reserved for issuable to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or or, if so required by law, as soon as required by law practicable following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities ActAct and the rules and regulations thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtainedExpiration Date. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, shares of Common Stock or other securities and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension has been rescinded. In addition, if the Company shall determine that a registration statement is no longer in effectrequired following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law, or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, other securities securities) or out shares of its authorized and issued shares Common Stock (and, following the occurrence of a Triggering Event, other securities) held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, other securities) that, except as provided this Agreement, including in this Agreement Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemNASDAQ stock market, the Company shall use its best reasonable efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or so quoted upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as an soon as is required by law or regulation following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c9(c)(i), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state to transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person person other than, or in respect of the issuance or delivery of securities the shares of Common Stock (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its any authorized and issued shares of Common Stock held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement that will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that such action the Company need not be taken with respect to so reserve and keep available shares of Common Stock (or other securitieswhich may be required to be issued upon exercise of the Rights in accordance with Section 11(a)(ii) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (ba Section 11(a)(ii) If at the time the Rights become exercisableEvent; and provided, further, that if pursuant to Section 11(a)(iii), the then outstanding Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock are which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rights. So long as the shares of Common Stock issuable upon the exercise of the Rights may be listed on any national or regional securities exchange or are quoted included on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation over-the-counter market reporting system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or included on such reporting system upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may be. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rightsexercise. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, any other equity securities) delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares (or such other equity securities), subject to payment of the Exercise Purchase Price), be duly and validly authorized and authorized, issued and fully paid and nonassessable. (e) . The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person person other than, or in respect of the issuance or delivery of securities the shares of Common Stock (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights Rights, until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Act with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, except as provided in this Agreement Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, . In the event that such action need there shall not be taken with respect to sufficient authorized but unissued shares of Common Stock (or other securities) issuable to permit such exercise, the Company shall use its best efforts to have the stockholders of the Company take such action as may be necessary to authorize additional shares of Common Stock for issuance upon occurrence exercise of an Adjustment Event until the occurrence of such eventRights. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are is listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such the exercise of the Rights to be quoted on such system or listed on such exchange, as the case may beexchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities Act"), with respect to the Common Stock or other Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will ensure compliance with, under the securities or blue sky laws of the various states in connection with the exercisability of the Rightsstates. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)days, the exercisability of the Rights in order to prepare and file such any required registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities the shares of Common Stock in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that on and after the Distribution Date, it will use reasonable efforts to cause to be reserved and kept available available, out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, except as provided in this Agreement will Section 11(a)(iii) hereof, would then be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the reservation of such action need not shares shall be taken with respect subject and subordinate to any other reservation of shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence Company made by the Company at any time for any lawful purpose; and further provided, however, that in no event shall such failure to so reserve shares affect the rights of such eventany holder of Rights hereunder. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following of the occurrence of an Adjustment Event, other securities) Company issued or reserved for issuance upon such exercise to be quoted on such system or listed on such listed, upon official notice of issuance, upon the principal national securities exchange, as if any, upon which the case may beCommon Stock of the Company is listed or, if the principal market for the Common Stock of the Company is not on any national securities exchange, to be eligible for quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or any successor thereto or other comparable quotation system. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "“Securities Act"”), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and or (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or “blue sky sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth determined in clause (i) accordance with the provisions of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following of the occurrence of an Adjustment Event, other securities) Company delivered upon the exercise of the Rights shall, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or of the Company and/or other securities, as the case may be) consideration upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates or the issuance or delivery of certificates for any shares of Common Stock of the Company and/or other consideration to a Person person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemNasdaq Stock Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or the Nasdaq Stock Market upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) 11 Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such shares of Common Stock or other securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension has been rescinded. In addition, if the Company shall deter mine that a registration statement is no longer in effect. Notwithstanding any such provision of this Agreement to required following the contraryDistribution Date, the Rights shall not be exercisable in any jurisdiction unless Company may temporarily suspend the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery exercisability of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it as a registration statement has been established to the Company's satisfaction that no such tax is due.been

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time the Rights become exercisable, the then outstanding shares of Common Stock are issuable and deliverable upon the exercise of the Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as is required by 20 24 law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The A majority of the Continuing Directors may cause the Company may temporarily suspend to suspend, for a period of time not to exceed ninety (90) 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to enable the Company to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will shall take all such action actions as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, and following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares held in its treasury) Treasury, the number of shares of Common Stock (and, and following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time the Rights become exercisable, the then outstanding shares of Common Stock are issuable and deliverable upon the exercise of Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Upon such suspensionany suspension of exercisability of Rights referred to in this Section 9(c), the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be void so long as held, by a holder in any jurisdiction unless where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtainedobtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly authorized and validly authorized and issued and fully paid and nonassessablenon-assessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any certificates for a number of shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities certificates for a number of shares of Common Stock in a name other than that of, the registered holder of the Right Certificates Rights Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities a number of shares of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that that, following the occurrence of a Triggering Event, it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time the Rights become exercisable, the then outstanding shares of Common Stock are issuable and deliverable upon the exercise of the Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) to file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementDistribution Date, or as soon as is required by law following the Distribution Date, as the case may belaw, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) to cause such registration statement to become effective as soon as practicable after such filing, and (iii) to cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall promptly provide the Rights Agent with copies of such announcements. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities certificates for Common Stock in a name other than that of, of the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) 11 Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement (including in accordance with this AgreementSection 11(a)(iii) hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such shares of Common Stock or other securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtainedobtained or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable and deliv erable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemNasdaq Stock Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or the Nasdaq Stock Market upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) 11 Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such shares of Common Stock or other securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily tem porarily suspended, as well as a public announcement at such time as the suspension has been rescinded. In addition, if the Company shall determine that a registration statement is no longer in effectrequired following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction jurisdic tion shall not have been obtainedobtained or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its any authorized and issued shares of Common Stock held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement that will be sufficient to permit the exercise in full of all outstanding and exercisable Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time the Rights become exercisable, the then outstanding shares of Common Stock are (or following a Triggering Event, other securities) issuable or deliverable upon exercise of Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) issued or reserved for issuance upon such exercise to be quoted on such system or listed on such so listed, upon official notice of issuance, upon the principal national securities exchange, as if any, upon which the case may beCommon Stock is otherwise listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation on the Nasdaq National Market or any successor thereto or other comparable quotation system. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and securities or (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth determined in clause (i) accordance with the provisions of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon the exercise of the Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The From and after the Distribution Date, the Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been been, paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that on and after the Distribution Date, it will use reasonable efforts to cause to be reserved and kept available available, out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, except as provided in this Agreement will Section 11(a)(iii) hereof, would then be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the reservation of such action need not shares shall be taken with respect subject and subordinate to any other reservation of shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence Company made by the Company at any time for any lawful purpose; and further provided, however, that in no event shall such failure to so reserve shares affect the rights of such eventany holder of Rights hereunder. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following of the occurrence of an Adjustment Event, other securities) Company issued or reserved for issuance upon such exercise to be quoted on such system or listed on such listed, upon official notice of issuance, upon the principal national securities exchange, as if any, upon which the case may beCommon Stock of the Company is listed. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and or (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth determined in clause (i) accordance with the provisions of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following of the occurrence of an Adjustment Event, other securities) Company delivered upon the exercise of the Rights shall, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Notwithstanding anything to the contrary provided in this Agreement, the Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or of the Company and/or other securities, as the case may be) consideration upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates or the issuance or delivery of certificates for any shares of Common Stock of the Company and/or other consideration to a Person person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will shall (i) at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its any authorized and issued shares of Common Stock held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement Agreement, including, without limitation, Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock and (or other securitiesii) issuable upon occurrence of an Adjustment Event until at all times following the occurrence of such eventa Section 11(a)(ii) Event, shall so reserve and keep available a sufficient number of any other securities that may be required to permit the exercise in full of the Rights pursuant to this Agreement. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may be. (c) The Company shall use its best efforts to efforts: (i) file, as soon as practicable following the earliest date after (A) the occurrence of a Section 11(a)(ii) Event as and a determination by the Company in accordance with Section 11(a)(iii) hereof of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as (B) if so required by law following law, the Distribution Exercisability Date, as the case may be, to file a registration statement (the "Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable that may be acquired upon exercise of the Rights on an appropriate form, Rights; (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after the date of such filing, and filing (such date being the "Registration Date"); (iii) to cause such registration statement the Registration Statement to remain continue to be effective (with and to include a prospectus that at all times meets complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securitiesthe securities covered by the Registration Statement, and (B) the date of Expiration Date; and (iv) as soon as practicable following the expiration of the Rights. The Company will also Registration Date, to take such action as may be appropriate under, and which will required to ensure compliance with, that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or "blue sky laws of the various states in connection with the exercisability of the Rightssky" laws. The Company may temporarily suspend the exercisability of the Rights, for a period of time not to exceed ninety (90) days after the date set forth in subclause (A) or (B), whichever applies, of clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights 9(b) in order to prepare and file such registration statement Registration Statement and permit it to become effective. Upon any such suspensionsuspension of exercisability, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspendedsuspended and, as well as upon termination of such suspension, the Company shall issue a public announcement at such time as stating that the suspension is no longer in effect. In addition, if the Company shall determine that a Registration Statement is required following the Exercisability Date, the Company may temporarily suspend the exercisability of the Rights until such time as such Registration Statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law, or a Registration Statement, as described above, shall not have been declared effective. (dc) The Company covenants and agrees that it will shall take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, any other securities) that may be delivered upon exercise of Rights shallshall be, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price)securities, be duly and validly authorized and issued issued, and fully paid and nonassessable. (d) So long as the shares of Common Stock (and, after the occurrence of a Triggering Event, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (e) The Company further covenants and agrees thatmay pay or may require the Rights holder to pay any documentary, subject to Section 6, it will pay when due and payable any and all federal and state stamp or transfer taxes and charges which may be payable tax imposed in respect of connection with the issuance or delivery of the Right Rights Certificates or of any certificates for shares of Common Stock (or, following the occurrence of a Triggering Event, any other securities or other securities, as the case may beassets) upon the exercise of Rights. The Company shall not, however, not be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or any other securities, cash or assets, as the case may be) to or in a the name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, other securities or out of its authorized and issued unissued shares held in its treasury) of other securities), the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided. In the event that the Company determines that it does not have available out of its authorized and unissued shares of Common Stock a sufficient number of shares to permit the exercise in full of all outstanding Rights, that it will forthwith at the next annual meeting of stockholders of the Company after such action need not be taken with respect determination has been made seek authorization for such additional shares. Provided, however, if the Rights become exercisable prior to obtaining such stockholder authorization, the Company shall deliver a due xxxx or other appropriate instrument evidencing the right to receive shares of Common Stock upon obtaining such authorization. (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are qualified to be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, provided, however the Company shall not be required to file such a registration statement if it determines that a registration statement is not required, (ii) cause such registration statement statement, if required, to become effective as soon as practicable after such filing, and (iii) cause such registration statement statement, if required, to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as the registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtainedobtained and until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, and following the occurrence of an Adjustment a Triggering Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities a number of shares of Common Stock (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities a number of shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securitiessecuri ties) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemNasdaq Stock Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or the Nasdaq Stock Market upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) 11 Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this agreement (including in accordance with this AgreementSection 11(a)(iii) hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such shares of Common Stock or other securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtainedobtained or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will (i) shall at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its any authorized and issued shares of Common Stock held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii), will be sufficient to permit the exercise in full exchange of all outstanding RightsRights (it being understood that any of the foregoing shares or securities may also be reserved for other purposes); provided, that such action need not be taken with respect to shares of Common Stock and (or other securitiesii) issuable upon occurrence of an Adjustment Event until at all times following the occurrence of such eventa Flip-in Event, shall so reserve and keep available a sufficient number of any other securities that may be required to permit the exercise of the Rights pursuant to this Agreement. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may be. (c) The Company shall use its best efforts to efforts: (i) file, as soon as practicable following the earliest date after (A) the occurrence of a Flip-in Event and a determination by the Company under Section 11(a)(ii11(a)(iii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as (B) if so required by law following law, the Distribution Separation Date, as the case may be, to file a registration statement (the "Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable that may be acquired upon exercise of the Rights on an appropriate form, Rights; (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after the date of such filing, and filing (such date being the "Registration Date"); (iii) to cause such registration statement the Registration Statement to remain continue to be effective (with and to include a prospectus that at all times meets complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securitiesthe securities covered by the Registration Statement, and (B) the date of Expiration Date; and (iv) as soon as practicable following the expiration of the Rights. The Company will also Registration Date, to take such action as may be appropriate under, and which will required to ensure compliance with, that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or "blue sky laws of the various states in connection with the exercisability of the Rightssky" laws. The Company may temporarily suspend the exercisability of the Rights, for a period of time not to exceed ninety (90) 90 days after the date set forth in subclause (A) or (B) of clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order 9(b) to prepare and to file such registration statement Registration Statement and permit it to become effective. Upon any such suspensionsuspension of exercisability, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspendedsuspended and, as well as upon termination of such suspension, the Company shall issue a public announcement at such time as stating that the suspension is no longer in effect. In addition, if the Company shall determine that a Registration Statement is required following the Separation Date, the Company may temporarily suspend the exercisability of the Rights until such time as such Registration Statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law, or a Registration Statement shall not have been declared effective. (dc) The Company covenants and agrees that it will shall take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, any other securities) that may be delivered upon exercise of Rights shallshall be, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price)securities, be duly and validly authorized and issued issued, and fully paid and nonassessable. (d) So long as the shares of Common Stock (and, after the occurrence of a Triggering Event, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or market upon official notice of issuance upon such exercise. (e) The Company further covenants and agrees thatmay pay or may require the Rights holder to pay any documentary, subject to Section 6, it will pay when due and payable any and all federal and state stamp or transfer taxes and charges which may be payable in respect of tax imposed for the issuance or delivery of the Right Rights Certificates or certificates for shares of Common Stock (or, following the occurrence of a Triggering Event, any other securities or other assets) upon the exercise of Rights. The Company shall not be required to issue or deliver any certificates for shares of Common Stock (or any other securities, cash or assets, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemNasdaq Stock Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or the Nasdaq Stock Market upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) 11 Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this agreement (including in accordance with this AgreementSection 11(a)(iii) hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such shares of Common Stock or other securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtainedobtained or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement Agreement, including, without limitation, Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding So long as any shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation trading system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance upon such exercise to be quoted on such system or listed on such exchange, as or quoted on such system, upon official notice of issuance upon such exercise. Following the case may beoccurrence of a Triggering Event, the Company will use its best efforts to list (or continue the listing of) the Rights and the securities issuable and deliverable upon the exercise of the Rights on one or more national securities exchanges or to cause the Rights and the securities purchasable upon exercise of the Rights to be reported by such transaction reporting system then in use. (c) The Company shall use its best efforts to (i) prepare and file, as soon as practicable following the first occurrence of a Flip-In Event or, if applicable, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Flip-In Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement (including, without limitation, in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof), a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, securities and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or “blue sky sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that the Securities Act requires an effective registration statement under the Securities Act following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as such a registration statement has been declared effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or any required registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares Fractional Shares of Common Stock (and, following the occurrence of an Adjustment Event, and/or other securities) securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or securities (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares a number of Fractional Shares of Common Stock (or and/or other securities, as the case may be) , upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities a number of Fractional Shares of Common Stock, and/or other securities, as the case may be, in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities a number of Fractional Shares of Common Stock, and/or other securities, as the case may be, in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will shall use its best efforts to cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its any authorized and issued shares of Common Stock held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement that will be sufficient to permit the exercise in full of all outstanding and exercisable Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) issued or reserved for issuance upon such exercise to be quoted on such system or listed on such listed, upon official notice of issuance, upon the principal national securities exchange, as if any, upon which the case may beCommon Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock that, except as provided in Section 11(a)(iii) hereof, will be sufficient from time to time to permit the exercise in full of all outstanding Rights. (b) If the shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, other securities) that, as provided in this Agreement will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or any other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsFinal Expiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effectiveeffective or to obtain any other required regulatory approval in connection with the exercisability of the Rights. Upon any such suspension, the Company shall issue a public announcement stating stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as . The Company shall also issue a public announcement at such time as the suspension is no longer in effect. In the event any Right is exercised prior to the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, the Company may defer for up to 90 days the issuance of Common Stock upon such exercise in order to obtain any necessary regulatory approval; and if, within such 90 days, the Company is unable to obtain any required regulatory approval for the issuance of Common Stock, or if the Company is otherwise unable to issue Common Stock under the terms of its Certificate of Incorporation or for any other reason, then the Company shall substitute for the shares of Common Stock otherwise issuable upon exercise of the Right (1) cash, (2) a reduction in the Purchase Price, (3) shares of Preferred Stock or other equity securities of the Company, except to the extent that the Company has not obtained any necessary regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary regulatory approval for such issuance, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the current market price (as defined in Section 11(d)) of the shares of Common Stock for which such Right is exercisable, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and authorized, validly authorized and issued and issued, fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities a number of one one-halves of a share of Common Stock in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities a number of one one-halves of a share of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, except as provided in this Agreement Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, . In the event that such action need there shall not be taken with respect to sufficient authorized but unissued shares of Common Stock (or other securities) issuable to permit such exercise, the Company shall use its best efforts to have the stockholders of the Company take such action as may be necessary to authorize additional shares of Common Stock for issuance upon occurrence exercise of an Adjustment Event until the occurrence of such eventRights. (b) If at the time the Rights become exercisable, the then outstanding shares of Company's Common Stock are is listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such the exercise of the Rights to be quoted on such system or listed on such exchange, as the case may beexchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities Act"), with respect to the Common Stock or other Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will ensure compliance with, under the securities or blue sky laws of the various states in connection with the exercisability of the Rightsstates. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)days, the exercisability of the Rights in order to prepare and file such any required registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities the shares of Common Stock in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available at all times out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares of Common Stock and/or other securities held in its treasury) the free from preemptive rights or any right of first refusal, a sufficient number of shares of Common Stock or Notes (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement will be sufficient to permit the exercise in full of all outstanding Rights; providedRights from time to time outstanding. (b) The Company further covenants and agrees, that such action need not be taken with respect to so long as the Common Stock or Notes (and, following the occurrence of a Triggering Event, shares of Common Stock (or and/or other securities) issuable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealersexchange, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall to use its best efforts to cause, from and after such the time as that the Rights become exercisable, all such shares of Common Stock and all such Notes (and such other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company further covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock and all Notes (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or such other securities) reserved delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares and of such Notes (and of such other securities), subject to payment of the Purchase Price, be duly and validly authorized and issued, fully paid, nonassessable, freely tradeable, not subject to liens or encumbrances, free of preemptive rights, rights of first refusal or any other restrictions or limitations on the transfer or ownership thereof, of any kind or nature whatsoever, and, in the case of the Notes, valid, binding and enforceable. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance upon such exercise to be quoted on such system or listed on such exchangedelivery of the Rights Certificates, any certificates for shares of Common Stock or the Notes (and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to (i) pay any transfer tax which may be payable in respect of any transfer involved in the issuance or delivery of any Rights Certificate or the issuance or delivery of any certificate for shares of Common Stock or Notes (and/or other securities as the case may be) to a Person other than, or in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or (ii) transfer or deliver any Rights Certificate or issue or deliver any certificate for shares of Common Stock or any Notes (and/or other securities as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no tax is due. (ce) The Company shall use its best efforts to (i) prepare and file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Triggering Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) of this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, securities and (B) the date of the expiration of the RightsExpiration Date. The Company will shall also take such action as may be appropriate necessary under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability exercise of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) 90 days after the date set forth in clause (i) of the first sentence of this paragraph of Section 9(c)9, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue make a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants obtained and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to until a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it registration statement has been established to the Company's satisfaction that no such tax is duedeclared effective.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding So long as any shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation trading system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance upon such exercise to be quoted on such system or listed on such exchange, as or quoted on such system, upon official notice of issuance upon such exercise. Following the case may beoccurrence of a Triggering Event, the Company will use its best efforts to list (or continue the listing of) the Rights and the securities issuable and deliverable upon the exercise of the Rights on one or more national securities exchanges or to cause the Rights and the securities purchasable upon exercise of the Rights to be reported by NASDAQ or such other transaction reporting system then in use. (c) The Company shall use its best efforts to (i) prepare and file, as soon as practicable following the first occurrence of a Flip-In Event or, if applicable, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Flip-In Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement (including in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof), a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, securities and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or “blue sky sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that the Securities Act requires an effective registration statement under the Securities Act following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as such a registration statement has been declared effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or any required registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares Fractional Shares of Common Stock (and, following the occurrence of an Adjustment Event, and/or other securities) securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares a number of Fractional Shares of Common Stock (or and/or other securities, as the case may be) , upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities a number of Fractional Shares of Common Stock, and/or other securities, as the case may be, in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities a number of Fractional Shares of Common Stock, and/or other securities, as the case may be, in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Class A common Stock and Class B Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, except as provided in this Agreement Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided. In the event that there shall not be sufficient authorized but unissued shares of Class A Common Stock or Class B Common Stock to permit such exercise, that the Company shall use its best efforts to have the stockholders of the Company take such action need not as may be taken with respect necessary to authorize additional shares of Class A Common Stock (or other securities) issuable Class B Common Stock for issuance upon occurrence exercise of an Adjustment Event until the occurrence of such eventRights. (b) If at the time the Rights become exercisable, the then outstanding shares of Company's Common Stock are is listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such the exercise of the Rights to be quoted on such system or listed on such exchange, as the case may beexchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities ActACT"), with respect to the Common Stock or other Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will ensure compliance with, under the securities or blue sky laws of the various states in connection with the exercisability of the Rightsstates. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)days, the exercisability of the Rights in order to prepare and file such any required registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities the shares of Common Stock in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will shall at all times prior to the Expiration Date cause to be reserved and kept available available, out of its authorized and unissued shares of Common Stock (and, following the occurrence or any shares of an Adjustment Event, other securities or out of its authorized and issued shares Common Stock held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement but subject to Section 11(a)(iii), will be sufficient to permit the exercise in full of all outstanding Rights; providedRights pursuant to Section 7(a). Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Common Stock (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, that such action need not be taken with respect the Company shall use its best efforts to make appropriate increases in the number of shares so reserved. (b) If the Company's shares of Common Stock (or other securities, if applicable) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed or admitted for trading on any national or regional securities exchange or are quoted included for quotation on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation national market system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, and other securities) securities reserved for issuance upon such the exercise of the Rights to be quoted listed or admitted for trading on such national securities exchange or included for quotation on any such national market system or listed on upon official notice of issuance upon such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement, including in accordance with this AgreementSection 11(a)(iii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement or statements under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other Rights and the securities purchasable upon exercise of the Rights on an appropriate formform or forms of registration statement, (ii) cause such registration statement or statements to become effective as soon as practicable after such filing, and (iii) cause such registration statement or statements to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and securities or (B) the date of the expiration of the RightsExpiration Date. The Company will shall also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or blue sky laws of the various states in connection with the exercisability of the Rightsstates. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) 90 calendar days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such any required registration statement or statements and to permit it or them to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification qualifications in such jurisdiction jurisdiction, if any, shall have been obtainedobtained or if the exercise thereof is not permitted under applicable law. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, or other securities, if applicable) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Exercise PricePurchase Price and any applicable transfer taxes or charges), be duly and validly authorized and issued and and, with respect to shares of Common Stock or other capital stock, fully paid and nonassessablenonassessable shares. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required (i) to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities certificates for a number of shares of Common Stock (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificates Rights Certificate evidencing Rights surrendered for exercise or (ii) to issue or to deliver any certificates for securities a number of shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that on and after the Distribution Date, it will use reasonable efforts to cause to be reserved and kept available available, out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, except as provided in this Agreement will Section 11(a)(iii) hereof, would then be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the reservation of such action need not shares shall be taken with respect subject and subordinate to any other reservation of shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence Company made by the Company at any time for any lawful purpose; and further provided, however, that in no event shall such failure to so reserve shares affect the rights of such eventany holder of Rights hereunder. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following of the occurrence of an Adjustment Event, other securities) Company issued or reserved for issuance upon such exercise to be quoted on such system or listed on such listed, upon official notice of issuance, upon the principal national securities exchange, as if any, upon which the case may beCommon Stock of the Company is listed or, if the principal market for the Common Stock of the Company is not on any national securities exchange, to be eligible for quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and securities or (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth determined in clause (i) accordance with the provisions of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following of the occurrence of an Adjustment Event, other securities) Company delivered upon the exercise of the Rights shall, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or of the Company and/or other securities, as the case may be) consideration upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates or the issuance or delivery of certificates for any shares of Common Stock of the Company and/or other consideration to a Person person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, other securities or out of its authorized and issued shares held in its treasury) ), the number of shares of Common Stock (and, and following the occurrence of an Adjustment a Triggering Event, other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time the Rights become exercisable, the then outstanding shares of Common Stock are or Notes (and, following the occurrence of a Triggering Event, other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (andStock, following the occurrence all Notes and other securities issuable to be listed on such exchange upon official notice of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Triggering Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, form (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until the earlier such time as such registration statement has been declared effective. Upon such suspensionany suspension of exercisability of the Rights referred to in this Section 9(c), the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable exercisable, and shall be void so long as held, by a holder in any jurisdiction unless where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtainedobtained or be obtainable. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares one one-tenths of a share of Common Stock and all Notes (and, following the occurrence of an Adjustment a Triggering Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares and of such Notes and of such other securities (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and that all shares shall be fully paid and nonassessablenonassessable and all Notes and other forms of indebtedness shall be valid, binding and enforceable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of Rights Certificates, any certificates for shares a number of one one-tenths of a share of Common Stock or the Notes (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities a number of one one-tenths of a share of Common Stock or Notes (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities a number of one one-tenths of a share of Common Stock or any Notes (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the a number of shares of its Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement not reserved for another purpose that will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Common Stock (or other securitiesequity securities of the Company) issuable upon occurrence exercise of an Adjustment Event until all outstanding Rights above the occurrence number then reserved, the Company shall make appropriate increases in the number of such eventshares so reserved. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock to be issued and delivered upon the exercise of the Rights are at any time listed on any a national or regional securities exchange or are quoted included for quotation on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation transaction reporting system, the Company shall during the period from the Distribution Date to the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Flip-In Event as of in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as reasonably practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, securities and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or “blue sky sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction jurisdiction, unless the requisite qualification of the offering made upon exercise of the Rights in such jurisdiction shall have been obtained, or an exemption therefrom shall be available and until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, any other securities) securities that may be delivered upon exercise of Rights Rights) shall, at the time of delivery of the certificates for such shares of Common Stock (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person person other than, or in respect of the issuance or delivery of securities certificates or depositary receipts for shares of Common Stock in a name other than that of, the registered holder of the Right Certificates Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for securities in a name other than that shares of the registered holder Common Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's ’s reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) 11 Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this agreement (including in accordance with this AgreementSection 11(a)(iii) hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such shares of Common Stock or other securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtainedobtained or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause use its best efforts to take all such action as may be reserved and kept available out of its authorized and unissued necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Eventa Stock Acquisition Date, other securities or out securities) which are issuable upon the exercise of its Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued shares held in its treasuryand fully paid and nonassessable. (b) If and so long as the number of shares of Common Stock (and, following the occurrence of an Adjustment Eventa Stock Acquisition Date, other securities) that, as provided in this Agreement will be sufficient to permit issuable and deliverable upon the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all said shares to be listed on such exchange upon official notice of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of Stock Acquisition Date in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may bewhichever is earlier, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky laws laws" of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. The Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption. (d) The Company further covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, any other securities securities) or out of its authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, any other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . (b) So long as the shares of Common Stock (or and, following the occurrence of a Triggering Event, any other securities) issuable and deliverable upon occurrence the exercise of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation trading system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent it is reasonably likely that the Rights will be exercised), all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beor quoted on such system, upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) prepare and file, as soon as practicable following the occurrence of a Flip-In Event or, if applicable, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Flip-In Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement (including in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof), a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, securities and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that the Securities Act requires an effective registration statement under the Securities Act following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as such a registration statement has been declared effective. Upon any such suspension, the Company shall issue a public announcement announcement, and shall give simultaneous written notice to the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement announcement, with simultaneous written notice to the Rights Agent, at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or any required registration statement shall not have been declared effective. In the absence of notice to the contrary from the Company, the Rights Agent may assume that the Rights may be exercised and shall have no liability for acting in reliance upon such assumption. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, any other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized Authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time the Rights become exercisable, the then outstanding shares of Common Stock are issuable and deliverable upon the exercise of the Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) A majority of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as Continuing Disinterested Directors may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.cause the

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it from the time that the Rights first become exercisable and except as provided in Section 11(a)(iii) or in the following sentence, the Company will cause to be reserved and kept available for issuance upon exercise of the Rights out of its authorized and unissued Common Stock or Common Stock held in its treasury, all shares of Common Stock which are not reserved for other purposes. The foregoing notwithstanding, if at the time the Rights first become exercisable (andother than as a result of a Triggering Event), following the occurrence sum of an Adjustment Eventthe number of authorized, other securities or out but unissued shares of its authorized Common Stock and issued the number of shares of Common Stock held in its treasurytreasury (including for this purpose the number of authorized, but unissued shares or treasury shares reserved for issuance upon exercise of the Rights) minus the number of shares of Common Stock (andwhether authorized, following but unissued shares or treasury shares) reserved for issuance for purposes other than upon exercise of the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement will be Rights is not sufficient to permit the exercise in full of all outstanding Rights; providedthe Rights for Common Stock, that each Right shall thereafter be exercisable for a fraction of a share of Common Stock and such action need not be taken with respect other consideration designated by the Board of Directors of the Company which the Board of Directors of the Company has determined, based on the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company, to shares of have a value equal to the Common Stock (or fraction thereof) for which the Right may otherwise have been exercisable. Common Stock shall not be deemed reserved hereunder and, as such, unavailable for other securities) issuable upon occurrence of an Adjustment Event purposes, unless and until the occurrence Rights first become exercisable. The provisions of such eventthis Section 9(a) shall be interpreted in a manner consistent with Section 11(a)(iii). (b) If at So long as the time Common Stock issuable and deliverable upon the exercise of the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best reasonable efforts to cause, from and after such time as the Rights become exercisableexercisable and the Company reasonably anticipates that a Right may be exercised, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as is required by law or regulation following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such an provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall have has not been obtained, the exercise thereof is not permitted under applicable law or a registration statement has not been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) ), upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities the Common Stock (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Common Stock (and, following the occurrence or any shares of an Adjustment Event, other securities or out of its authorized and issued shares Common Stock held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Eventnot reserved for another purpose, other securities) that, as provided in this Agreement that will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to . Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Common Stock (or other securitiesequity securities of the Company) issuable upon occurrence exercise of an Adjustment Event until all outstanding Rights above the occurrence number then reserved, the Company shall make appropriate increases in the number of such eventshares so reserved. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock to be issued and delivered upon the exercise of the Rights are at any time listed on any a national or regional securities exchange or are quoted included for quotation on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation transaction reporting system, the Company shall during the period from the Distribution Date to the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, securities and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available and until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, any other securities) securities that may be delivered upon exercise of Rights Rights) shall, at the time of delivery of the certificates for such shares of Common Stock or other securities (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenon-assessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person person other than, or in respect of the issuance or delivery of securities certificates or depositary receipts for shares of Common Stock in a name other than that of, the registered holder of the Right Certificates Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for securities in a name other than that shares of the registered holder Common Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Preferred Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury) ), the number of shares of Common Preferred Stock (and, following the occurrence of an Adjustment a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension has been rescinded. The Company shall notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9(c) and give the Rights Agent a copy of such announcement. In addition, if the Company shall determine that a registration statement is no longer in effectrequired following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law, or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares one one-thousandths of Common a share of Preferred Stock (and, following the occurrence of an Adjustment a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer and similar taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares a number of Common one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer and similar tax or charge which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or exercise, nor shall the Company be required to issue or deliver any certificates for securities a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's and the Rights Agent's satisfaction that no such tax or charge is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Preferred Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury) ), the number of shares of Common Preferred Stock (and, following the occurrence of an Adjustment a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or “blue sky sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension has been rescinded. In addition, if the Company shall determine that a registration statement is no longer in effectrequired following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law, or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares one one-thousandths of Common a share of Preferred Stock (and, following the occurrence of an Adjustment a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares a number of Common one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or exercise, nor shall the Company be required to issue or deliver any certificates for securities a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Subject to the Company's rights and obligations under Section 11(a)(iii) hereto to otherwise fulfill its obligations under this Section 9, the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, and/or other securities or out of its authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, and/or other securities) that, as provided in this Agreement securities that will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time the Rights become exercisable, the then outstanding shares of Common Stock are and/or other securities issuable and deliverable upon the exercise of the Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable automated quotation system, the Company shall use its best reasonable efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or automated quotation system upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, and/or other securities) securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for a number of shares of Common Stock (or and/or other securities, as the case may be) , upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities a number of shares of Common Stock and/or other securities, as the case may be, in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities a number of shares of Common Stock and/or other securities, as the case may be, in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time the Rights become exercisable, the then outstanding shares of Common Stock are issuable and deliverable upon the exercise of the Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable an automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange or quoted on such automated quotation system upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The A majority of the Continuing Directors may cause the Company may temporarily suspend to suspend, for a period of time not to exceed ninety (90) 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to enable the Company to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will shall take all such action actions as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, except as provided in this Agreement Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, . In the event that such action need there shall not be taken with respect to sufficient authorized but unissued shares of Common Stock (or other securities) issuable to permit such exercise, the Company shall use its best efforts to have the stockholders of the Company take such action as may be necessary to authorize additional shares of Common Stock for issuance upon occurrence exercise of an Adjustment Event until the occurrence of such eventRights. (b) If at the time the Rights become exercisable, the then outstanding shares of Company's Common Stock are is listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such the exercise of the Rights to be quoted on such system or listed on such exchange, as the case may beexchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities ActACT"), with respect to the Common Stock or other Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will ensure compliance with, under the securities or blue sky laws of the various states in connection with the exercisability of the Rightsstates. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)days, the exercisability of the Rights in order to prepare and file such any required registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities the shares of Common Stock in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its any authorized and issued shares of Common Stock held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement that will be sufficient to permit the exercise in full of all outstanding and exercisable Rights; provided, that such action need not be taken with respect to . Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Common Stock (or other securities) issuable upon occurrence exercise of an Adjustment Event until all outstanding Rights in excess of the occurrence number then reserved, the Company shall make appropriate increases in the number of such eventshares so reserved. (ba) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) issued or reserved for issuance upon such exercise to be quoted listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock of the Company theretofore authorized is listed or, if the principal market for such Common Stock of the Company is not on any national securities exchange, to be eligible for quotation on such system or listed on as such exchange, as the case may beCommon Stock is then quoted. (cb) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii11(b) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(c) hereof, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and securities or (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth determined in clause (i) accordance with the provisions of the first sentence of this Section 9(c9(b), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (dc) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon the exercise of the Rights shall, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (ed) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or and/or other securities, as the case may be) property upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates or the issuance or delivery of other securities or property to a Person person other than, or in respect of the issuance or delivery of securities or other property in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities or other property in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) a. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence or any shares of an Adjustment Event, other securities or out of its authorized and issued shares Common Stock held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement that will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken Rights in accordance with respect to shares of Section 7 hereof. b. If the Company's Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are is listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become become c. exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such the exercise of the Rights to be quoted on such system or listed on such exchange, as the case may beexchange upon official notice of issuance upon such exercise. (c) d. The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities Act"), with respect to the Common Stock or other Rights and the securities purchasable upon exercise of the Rights on an appropriate formform of registration statement, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsFinal Expiration Date. The Company will shall also take such action as may be appropriate under, and which will ensure compliance with, under the securities or blue sky laws of the various states in connection with the exercisability of the Rightsstates. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)calendar days, the exercisability of the Rights in order to prepare and file such any required registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) e. The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) nonassessable shares. The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person person other than, or in respect of the issuance or delivery of securities certificates for the shares of Common Stock in a name other than that of, the registered holder of the Right Certificates Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates for securities in a name other than that shares of the registered holder Common Stock upon the exercise of any Rights rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that on and after the Distribution Date, it will use reasonable efforts to cause to be reserved and kept available available, out of its authorized and unissued shares of Common Stock (andStock, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, except as provided in this Agreement will Section 11(a)(iii) hereof, would then be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the reservation of such action need not shares shall be taken with respect subject and subordinate to any other reservation of shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence Company made by the Company at any time for any lawful purpose; and further provided, however, that in no event shall such failure to so reserve shares affect the rights of such eventany holder of Rights hereunder. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following of the occurrence of an Adjustment Event, other securities) Company issued or reserved for issuance upon such exercise to be quoted on such system or listed on such listed, upon official notice of issuance, upon the principal national securities exchange, as if any, upon which the case may beCommon Stock of the Company is listed or, if the principal market for the Common Stock of the Company is not on any national securities exchange, to be eligible for quotation on the system, if any, which does constitute the principal market for the Common Stock. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this AgreementSection 11(a)(iii) hereof, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and securities or (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth determined in clause (i) accordance with the provisions of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment a Triggering Event, shares of Common Stock and/or other securities) of the Company delivered upon the exercise of the Rights shall, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or of the Company and/or other securities, as the case may be) consideration upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates or the issuance or delivery of certificates for any shares of Common Stock of the Company and/or other consideration to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Preferred Stock (and, following the occurrence of an Adjustment a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury) ), the number of shares of Common Preferred Stock (and, following the occurrence of an Adjustment a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at So long as the time shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights become exercisable, the then outstanding shares of Common Stock are may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its reasonable best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its reasonable best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a an event described in Section 11(a)(ii) Event as of on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may beSection 11(a)(iii) hereof, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, securities and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or “blue sky sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.the

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that following the later of (i) the Distribution Date and (ii) the termination of any period during which the exercisability of the Rights are suspended, it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, and other securities or out of its authorized and issued shares held in its treasury) , the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, or other securities) that, securities that as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at Following the time later of (i) the Distribution Date and (ii) the termination of any period during which the exercisability of the Rights become exercisableare suspended, and for so long as the then outstanding shares of Common Stock are and other securities issuable and deliverable upon the exercise of the Rights may be listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Triggering Event as of in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under, and which will or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Upon such suspensionany suspension of the exercisability of the Rights referred to in this Section 9(c), the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be void so long as held by a holder in any jurisdiction unless where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtainedobtained or be obtainable, the exercise thereof shall not be permitted under the applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities shares of Common Stock (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Rights Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event. (b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall use its best efforts ef forts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may be. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c9 (c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be reasonably maybe necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of securities in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available at all times out of its authorized and unissued shares of Common Stock Preferred Shares (and, following the occurrence and/or other shares of an Adjustment Event, other securities capital stock or out of securities) or its authorized and issued shares of Preferred Shares (and/or other shares of capital stock or securities) held in its treasury) , free from preemptive rights or any right of first refusal, the number of shares of Common Stock Preferred Shares (and, following the occurrence and/or other shares of an Adjustment Event, other capital stock or securities) that, as provided in this Agreement that will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect Rights from time to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such eventtime outstanding. (b) If at So long as the shares of Preferred Shares (and/or other shares of capital stock or securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its reasonable efforts to cause, from and after the time the Rights become exercisable, the then outstanding all shares of Common Stock are reserved for such issuance to be listed on any national or regional securities such exchange or are quoted on the National Association upon official notice of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may beexercise. (c) The Company shall use its best efforts to to: (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise earlier of the Rights has been determined in accordance with this Agreement, Separation Date or as soon as is required by law following the Distribution Date, as the case may belaw, a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, ; (ii) cause such registration statement to become effective as soon as practicable after such the filing, and ; and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets meeting the requirements of the Securities Act) until the earlier earliest of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of Expiration Date and (C) the expiration of the RightsRedemption Date. The Company will also take such all action as may be appropriate under, and which will necessary to ensure compliance with, with the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement statements and permit it them to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such that jurisdiction shall have been obtainedobtained and, if applicable, until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that, subject to Section 6, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for shares of Common Stock (or and/or other shares of capital stock of securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of securities any certificate for shares of Preferred Shares (and/or other shares of capital stock of securities, as the case may be) in respect of a name other than that of, the registered holder of the Right Certificates Rights Certificate evidencing Rights surrendered for exercise or to issue the issuance or deliver delivery of any certificates for securities in a name shares of Preferred Shares (and/or other than that shares of capital stock of securities, as the registered holder case may be), upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.