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

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock Stock, or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of the Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. Rights in accordance with this Agreement. So long as the Preferred Stock (band, following the time that a Person becomes an Acquiring Person, shares of Common Stock) The issuable upon the exercise of Rights may be listed or admitted to trading 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 of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed or admitted for trading on such exchange upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) such exercise. The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of the Preferred Stock (and, following the time that a Person becomes an Acquiring Person, 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) nonassessable. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates representing shares of the Preferred Stock upon the exercise of Rights. The Company shall use its best efforts not, however, be required (a) to pay any tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates or the issuance or delivery of certificates for the Preferred Stock in a name other than that of the registered holder of the Right Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver any certificates for shares of the Preferred Stock 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 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. The Company shall, if legally required, (i) prepare and file, as soon as reasonably practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, Securities Act with respect to the shares of Preferred Stock securities purchasable upon exercise of or exchangeable for 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable required to do so under the Securities Act with respect to securities purchasable upon exercise of or exchangeable for Preferred Stock, and (b) the earlier Rights. The Company also shall take all such action as may be required or as is appropriate under the securities or “blue sky” laws of such jurisdictions as may be necessary or appropriate with respect to the Expiration Date and securities purchasable upon the Final Expiration Dateexercise of or exchangeable for the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days120 days following the Distribution Date, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a such registration statement under the Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or suspension of exercisability of Rights referred to ensure compliance within this paragraph, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until obtained, the exercise thereof shall not be permitted under applicable law, or a registration statement under the Act (if required) shall not have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Rights Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The Company shall use its best efforts to (i) file, as soon as practicable following the first occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following which would establish 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 shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue skysky laws" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectivestates. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose or out of authorized and issued shares of Preferred Stock not reserved for another purpose held in its treasury, such the number of shares of Preferred Stock Units that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and keep available Units sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii) or Section 11(a)(iii) unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time the Distribution Date, the Rights and all Units (and/or following the occurrence of a Triggering Event, shares of Common Stock of the Company or other securities, as the Rights become exercisable, all shares of Preferred Stock case may be) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedlisted or admitted to trading on the NYSE, upon official notice of issuance, upon the principal NASDAQ or another national securities exchange, and (ii) if anythen necessary to permit the offer and issuance of such Units, upon which the shares of Common Stock of the Company and/or other securities, as the case may be, register and qualify such Units (or shares of Common Stock of the Company or other securities, as the case may be) under the Securities Act and any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available), cause the related registration statement and qualifications to become effective as soon as possible after filing and keep such registration statement and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the expiration of the 60-day period referred to in Section 11(a)(ii), the Expiration Date or the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act 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 listed orno longer in effect. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a copy of such announcement. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such suspension has occurred or such suspension is still in effect, as the case may be. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the principal market for requisite qualification in such jurisdiction shall not have been obtained or the Common Stock is exercise thereof shall not on any national securities exchange, to otherwise be eligible for quotation in permitted under applicable law or a registration statement under the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemAct (if required) shall not have been declared effective. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all Units (or shares of Preferred Common Stock or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Units (or shares (of Common Stock of the Company or other securities) subject to payment of the Exercise Purchase Price (or the applicable portion thereof) in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesUnits (and/or shares of Common Stock and other securities, as the case may be) in accordance with applicable law. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Units (or shares of Preferred Company Stock issued of the Company or delivered other securities or property, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Units (or shares of Common Stock of the Company or other securities or property, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company and the Rights Agent shall not be required to issue or deliver a Right Certificate or certificate for Preferred Units (and/or shares of Common Stock of the Company or other securities or property, as the case may be) to a Person other than such the registered holder until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s and the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its the authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, Stock and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all United States federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company Corporation shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's satisfaction that no such Transfer Tax is due. (f) The requirements of this Section 9 shall apply to shares of Common Stock of the Corporation if the Corporation has elected in accordance with Section 11(a)(iii) hereof to substitute shares of Common Stock for shares of Preferred Stock that otherwise may be purchased upon the exercise of Rights.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Company shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on NASDAQ or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action actions as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 120 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue skyBlue Sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company shall not be required to or issue or deliver a Right Rights Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of an event specified in Section 11(b) hereof, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The Company shall use its best efforts to (i) file, as soon as practicable following the first occurrence of an event which (with the event described passage of the prescribed time periods set forth in Section 11(a)(ii), or as soon as is required by law following 3(a) hereof) would establish 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 shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier of the Expiration Date and expiration of the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effectiveRights. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" Blue Sky laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectivestates. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax tax being payable by the holder of such Right Certificate at the time of surrender) or until it the Company has been established to the Company's its satisfaction that no such Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Corporation shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon on the principal national securities exchange, if any, upon which the Common Stock is listed NASDAQ Capital Market or successor thereto or, if the principal market for the Common Stock is not on any national securities exchangethe NASDAQ Capital Market, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or on any successor thereto other national securities exchange or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action actions as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) 120 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "“blue sky" ” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right CertificateRights Certificate evidencing Rights surrendered for exercise, and the Company Corporation shall not be required to or issue or deliver a Right Rights Certificate or certificate or depositary receipt for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Corporation’s satisfaction that no such Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company -------- shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("NASDAQ"), upon the principal national securities exchangeor such other system then in use, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights 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 written copies of each of such announcements. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal taxes and state Transfer Taxes governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Rights Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The Company shall use its best efforts to (i) file, as soon as practicable following the first occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following which would establish 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 shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue skysky laws" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectivestates. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof only if, and to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System (“NASDAQ”) or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or “blue sky” laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal taxes and state Transfer Taxes charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person other than such registered holder until any such Transfer Tax tax and charge shall have been paid (any such Transfer Tax 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 ’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The Company shall use its best efforts to (i) file, as soon as practicable following the first occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following which would establish 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 shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue skysky laws" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectivestates. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Company shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on NASDAQ or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action actions as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 90 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company shall promptly provide written notice to the Rights Agent of such suspension. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company shall not be required to or issue or deliver a Right Rights Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of the Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7 hereof. (b) The So long as the Preferred Stock issuable upon the exercise of Rights may be listed on any national securities exchange or automated quotations system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed or admitted for trading on such exchange or automated quotations system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of the Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of the Preferred Stock issued or delivered upon the exercise of Rights. The Company shall not, however, be required (a) to pay any Transfer Tax transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates for the Preferred Stock upon exercise of Rights in a name other than that of, of the registered holder of the Right Certificate, and the Company shall not be required Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver a Right Certificate or certificate any certificates for shares of the Preferred Stock to a Person other than such registered holder upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its the authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company Corporation shall use its reasonable best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for or admitted to trading on any quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsystem then in use. (c) The Company Corporation covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the full Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its reasonable best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the ActSecurities Act and the Exchange Act on an appropriate form, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, Stock and (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspendsuspend (with prompt written notice thereof to the Rights Agent), for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will Corporation shall also take such action as may be appropriate under, or to ensure compliance with, the securities or "“blue sky" ” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all United States federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company Corporation shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Corporation’s satisfaction that no such Transfer Tax is due. (f) The requirements of this Section 9 shall apply to shares of Common Stock of the Corporation if the Corporation has elected in accordance with Section 11(a)(iii) hereof to substitute shares of Common Stock for shares of Preferred Stock that otherwise may be purchased upon the exercise of Rights.

Reservation and Availability of Shares of Preferred 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 Preferred Stock (and, following the occurrence of an event described in Section 11(a)(ii) or 13, out of its authorized and issued unissued shares of Preferred Common Stock held in its treasuryand/or other securities), such the number of shares of Preferred Stock (and, following the occurrence of an event described in Section 11(a)(ii) or 13, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on Nasdaq or any successor thereto or other comparable quotation system, or such other system on which the Common Stock may be quoted. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii)) or 13, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and (bB) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock securities upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement 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 will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue skyBlue Sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act (if required) , shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock securities upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock such securities to a Person other than such registered holder until any such Transfer Tax transfer tax shall have been paid (any such Transfer Tax transfer 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 reasonable satisfaction that no such Transfer Tax transfer tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("NASDAQ"), upon the principal national securities exchangeor such other system then in use, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose or out of authorized and issued shares of Preferred Stock not reserved for another purpose held in its treasury, such the number of shares of Preferred Stock Units that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and keep available Units sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Sections 11(a)(ii) or 11(a)(iii) unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time the Distribution Date, the Rights and all Units (and/or following the occurrence of a Triggering Event, shares of Common Stock of the Company or other securities, as the Rights become exercisable, all shares of Preferred Stock case may be) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedlisted or admitted to trading on the NYSE, upon official notice of issuance, upon the principal NASDAQ or another national securities exchange, and (ii) if anythen necessary to permit the offer and issuance of such Units, upon which the shares of Common Stock of the Company and/or other securities, as the case may be, register and qualify such Units (or shares of Common Stock of the Company or other securities, as the case may be) under the Securities Act and any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available), cause the related registration statement and qualifications to become effective as soon as possible after filing and keep such registration statement and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the expiration of the 60-day period referred to in Section 11(a)(ii), the Expiration Date or the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 calendar days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act 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 listed orno longer in effect. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a copy of such announcement. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such suspension has occurred or such suspension is still in effect, as the case may be. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the principal market for requisite qualification in such jurisdiction shall not have been obtained or the Common Stock is exercise thereof shall not on any national securities exchange, to otherwise be eligible for quotation in permitted under applicable law or a registration statement under the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemAct (if required) shall not have been declared effective. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all Units (or shares of Preferred Common Stock or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Units (or shares (of Common Stock of the Company or other securities) subject to payment of the Exercise Purchase Price (or the applicable portion thereof) in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesUnits (and/or shares of Common Stock and other securities, as the case may be) in accordance with applicable law. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Units (or shares of Preferred Common Stock issued of the Company or delivered other securities or property, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Units (or shares of Common Stock of the Company or other securities or property, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company and the Rights Agent shall not be required to issue or deliver a Right Certificate or certificate for Preferred Units (and/or shares of Common Stock of the Company or other securities or property, as the case may be) to a Person other than such the registered holder until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s and the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Corporation shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on NASDAQ or any successor thereto or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action actions as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) 120 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company Corporation shall not be required to or issue or deliver a Right Rights Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the CompanyCorporation's satisfaction that no such Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Company shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on NASDAQ or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action actions as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 120 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue skyBlue Sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company shall not be required to or issue or deliver a Right Rights Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Subject to the Company’s rights under Section 11(c), the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The If the Company determines that registration under the Securities Act is required, then 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 Section 11(b) Event on which the event described consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(ii11(b) and Section 11(c), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a1) the Expiration Date or (2) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) such securities. The Company will also take such action as may be appropriate under the earlier “blue sky laws” of the Expiration Date and the Final Expiration Datevarious states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, days after the issuance of shares of Preferred Stock upon exercise of a Right date set forth in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws clause (i) of the various states in connection with the exercisability first sentence of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.this

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Triggering Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of all outstanding Rights. (b) The If the Preferred Stock (or, following the occurrence of a Triggering Event, the Common Stock and/or other securities) is at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Stock (and, following the occurrence of any such Triggering Event, Common Stock and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange or included for quotation on any such transaction reporting 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 that it is reasonably likely that the Rights will be exercised), all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon the exercise of Rights (or, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and (b) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all U.S. federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) issued or delivered 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 a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company shall not be required to issue or deliver a Right Rights Certificate or certificate for Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available available, out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasuryStock, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full pursuant to Section 7 of all outstanding Rights. Such number of shares of Preferred Stock reserved and kept available shall be adjusted from time to time, if and to the extent required, upon the occurrence of any of the events described in Section 11. (b) The So long as the Company's Preferred Stock may be listed on a national securities exchange, the Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement upon exercise of the Rights to be listed, listed on such exchange upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock delivered upon exercise of Rights shallshall be, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Purchase Price and otherwise in respect thereofcompliance with Section 7), be duly and validly authorized and issued issued, fully paid, nonassessable and fully paid freely tradeable shares, free and nonassessable sharesclear of any liens, encumbrances or other adverse claims other than the Company's right to redeem the shares of Preferred Stock in accordance with the terms of the Preferred Stock. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state documentary, stamp or transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any documentary, stamp or transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts representing the shares of Preferred Stock in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates for shares of Preferred 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 Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. (e) The Company shall use its best efforts to (i) filefile on an appropriate form, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the later of the Share Acquisition Date or the Distribution Date, as the case may be, a registration statement under the Act, Act with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also use its best efforts to take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend the exercisability of the Rights in each relevant jurisdiction in which the Company determines a registration statement is required to be filed under applicable law 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. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectiveobtained. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("NASDAQ") or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of the Rights on an appropriate forma Triggering Event, (ii) cause other securities), register and qualify 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares share of Preferred Stock upon exercise (and, following the occurrence of a Right in order to prepare and file a registration statement Triggering Event, other securities) under the Securities Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the any applicable state securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement (to the contraryextent exemptions therefrom are not available), the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.cause such

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of of, and to the extent of, its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence by a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by The Nasdaq Stock Market Consolidated Quotations Service ("Nasdaq") or such other system then in use, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following occurrence of a Triggering Event, other securities), register and qualify such shares of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration registration, statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Redemption Date and or the Final Expiration DateDate of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares Units of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates or depository receipts for Units of Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate or depository receipt for Units of Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof only if, and to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System (“NASDAQ”) or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or “blue sky” laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of Company shall promptly notify the various states Rights Agent in connection with writing thereof and issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement (with prompt written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal taxes and state Transfer Taxes charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or governmental charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person other than such registered holder until any such Transfer Tax tax and charge shall have been paid (any such Transfer Tax 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 ’s and the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of the Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7 hereof. (b) The So long as the Preferred Stock issuable upon the exercise of Rights may be listed on any national securities exchange or automated quotations system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed or admitted for trading on such exchange or automated quotations system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of the Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of the Preferred Stock issued or delivered upon the exercise of Rights. The Company shall not, however, be required (a) to pay any Transfer Tax transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates for the Preferred Stock upon exercise of Rights in a name other than that of, of the registered holder of the Right Certificate, and the Company shall not be required Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver a Right Certificate or certificate any certificates for shares of the Preferred Stock to a Person other than such registered holder upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System The Nasdaq Stock Market or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The If required by applicable law, the Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii)) 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, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (bB) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Rights Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The Company shall use its best efforts to (i) file, as soon as practicable following the first occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following which would establish the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue skysky laws" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectivestates. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose or out of authorized and issued shares of Preferred Stock not reserved for another purpose held in its treasury, such the number of shares of Preferred Stock Units that, as provided in this Rights Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and keep available Units sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Sections 11(a)(ii), 11(a)(iii) or 13 unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time the Distribution Date, the Rights and all Units (and/or following the occurrence of a Triggering Event, other securities, as the Rights become exercisable, all shares of Preferred Stock case may be) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedlisted or admitted to trading on the NYSE, upon official notice of issuance, upon the principal NASDAQ or another national securities exchange, and (ii) if anythen necessary to permit the offer and issuance of such Units and/or other securities, upon which as the Common Stock case may be, register and qualify such Units (and/or other securities, as the case may be) under the Securities Act and any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available), cause the related registration statement and qualifications to become effective as soon as possible after filing and keep such registration statement and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the expiration of the 60-day period referred to in Section 11(a)(ii), the Expiration Date or the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act 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 listed orno longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the principal market for requisite qualification in such jurisdiction shall not have been obtained or the Common Stock is exercise thereof shall not on any national securities exchange, to otherwise be eligible for quotation in permitted under applicable law or a registration statement under the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemAct (if required) shall not have been declared effective. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock Units (and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares Units (and/or other securities) subject to payment of the Exercise Purchase Price (or the applicable portion thereof) in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesUnits (and/or other securities, as the case may be) in accordance with applicable law. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued Units (and/or other securities or delivered property, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock Units (and/or other securities or property, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock Units (and/or other securities or property, as the case may be) to a Person other than such the registered holder until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock Stock, or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of the Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. Rights in accordance with this Agreement. So long as the Preferred Stock (band, following the time that a Person becomes an Acquiring Person, shares of Common Stock) The issuable upon the exercise of the Rights may be listed on a national securities exchange or quoted on a quotation system, the Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement upon the exercise of Rights to be listed, listed or admitted on such exchange or quoted on such system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) such exercise. The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of the Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock) delivered (or evidenced by registration on the stock transfer books of the Company) upon exercise of Rights shall, at the time of delivery of the certificates for (or registration of) such shares securities will be (subject to payment of the Exercise Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or Certificate and of any shares of Preferred Stock certificates representing securities issued or delivered upon the exercise of RightsRights (or, if such securities are uncertificated, the registration of such securities on the stock transfer books of the Company). The Company shall not, however, be required (a) to pay any Transfer Tax which tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates for (or the registration of) the Preferred Stock upon exercise of Rights in a name other than that of, of the registered holder of the Right Certificate, and the Company shall not be required Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver a Right Certificate or certificate any certificates for shares of the Preferred Stock to a Person other than such registered holder upon the exercise of any Rights or depository receipts or notices representing securities issued upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s or the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due. The Company shall, if legally required, (i) prepare and file, as soon as reasonably practicable following the Distribution Date, a registration statement under the Securities Act with respect to the securities purchasable upon exercise of or exchangeable for the Rights on an appropriate form, (ii) use its reasonable best efforts to (A) cause such registration statement to become effective as soon as reasonably practicable after such filing, and (B) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such Securities and the Expiration Date. The Company also shall take all such action as may be required or as is appropriate under the securities or blue sky laws of such jurisdictions as may be necessary or appropriate with respect to the securities purchasable upon the exercise of or exchangeable for the Rights. The Company may temporarily suspend, for a period not to exceed 120 calendar days following the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension of exercisability of Rights referred to in this paragraph, 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.

Reservation and Availability of Shares of Preferred 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 Series G Junior Preferred Stock Stock, or out of authorized and issued shares of Series G Junior Preferred Stock held in its treasury, such number of shares of Series G Junior Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Series G Junior Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which any of the Common Capital Stock is listed or, if the principal market for any of the Common Capital Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System The Nasdaq Stock Market or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Series G Junior Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable non-assessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii)) 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, with respect to the shares of Series G Junior Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Series G Junior Preferred Stock, and (bB) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Series G Junior Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Series G Junior Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Series G Junior Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Series G Junior Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its the authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' ’ Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, Stock and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "“blue sky" ” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all United States federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company Corporation shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Corporation’s satisfaction that no such Transfer Tax is due. (f) The requirements of this Section 9 shall apply to shares of Common Stock of the Corporation if the Corporation has elected in accordance with Section 11(a)(iii) hereof to substitute shares of Common Stock for shares of Preferred Stock that otherwise may be purchased upon the exercise of Rights.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Company shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on NASDAQ or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 120 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the original issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company shall not be required to or issue or deliver a Right Rights Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Subject to the Company’s rights under Section 11(c), the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(b) Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Rights Agreement. (b) The If the Company determines that registration under the Securities Act is required, then the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its reasonable best efforts to (i) file, as soon as practicable following the first occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following which would establish the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) Expiration Date. The Company will also take such action as may be appropriate under the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier “blue sky laws” of the Expiration Date and the Final Expiration Datevarious states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(b), the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a such registration statement under the Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights 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 simultaneous written notice to the Rights Agent. In addition, if the Company determines that a registration statement should be filed under the Securities Act or any securities laws following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights in each relevant jurisdiction until such time as a registration statement has been declared effective and, 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 each case with simultaneous written notice to the Rights Agent. Notwithstanding any 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 and until or be obtainable or the exercise thereof shall not be permitted under applicable law or a registration statement under the Act (if required) shall not have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities 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 Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax such tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s and the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of of, and to the extent of, its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; PROVIDED, HOWEVER, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence by a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by The Nasdaq Stock Market Consolidated Quotations Service ("NASDAQ") or such other system then in use, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following occurrence of a Triggering Event, other securities), register and qualify such shares of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration registration, statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Redemption Date and or the Final Expiration DateDate of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares Units of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates or depository receipts for Units of Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate or depository receipt for Units of Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemNASDAQ. (c) The Company Corporation covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to efforts: (i) to file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 ; and (iii) to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. . (e) The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (ef) The Company Corporation covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company Corporation shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's satisfaction that no such Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Subject to the Company’s rights under Section 11(c), the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The If the Company determines that registration under the Securities Act is required, then 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 Section 11(b) Event on which the event described consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(ii11(b) and Section 11(c), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a1) the Expiration Date or (2) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) such securities. The Company will also take such action as may be appropriate under the earlier “blue sky laws” of the Expiration Date and the Final Expiration Datevarious states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(b), the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a such registration statement under the Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights 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 determines that a registration statement should be filed under the Securities Act or any securities laws following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights in each relevant jurisdiction until such time as a registration statement has been declared effective and, 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 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 and until or be obtainable or the exercise thereof shall not be permitted under applicable law or a registration statement under the Act (if required) shall not have been declared effective. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates (or entry in the book-entry account system of the transfer agent) or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates (or certificate entry in the book-entry account system of the transfer agent) or depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Triggering Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of all outstanding Rights. (b) The If the Preferred Stock (or, following the occurrence of a Triggering Event, the Common Stock and/or other securities) is at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Stock (and, following the occurrence of any such Triggering Event, Common Stock and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange or included for quotation on any such transaction reporting 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 that it is reasonably likely that the Rights will be exercised), all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights (or, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii)) 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, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and (b) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 90 days, exercisability of the issuance of shares of Preferred Stock upon exercise of a Right Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all U.S. federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, -------- however, that the Company shall not be required to reserve and keep available ------- shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("NASDAQ") or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common ------ Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such shares of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its the authorized and unissued shares of Preferred Stock preferred stock of the Corporation or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, Stock and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company Corporation shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's satisfaction that no such Transfer Tax is due. (f) The requirements of this Section 9 shall apply to shares of Common Stock of the Corporation if the Corporation has elected in accordance with Section 11(a)(iii) hereof to substitute shares of Common Stock for shares of Preferred Stock that otherwise may be purchased upon the exercise of Rights.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Corporation shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on NASDAQ or any successor thereto or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) 120 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company Corporation shall not be required to or issue or deliver a Right Rights Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the CompanyCorporation's satisfaction that no such Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of of, and to the extent of, its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence by a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by The Nasdaq Stock Market Consolidated Quotations Service ("Nasdaq") or such other system then in use, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following occurrence of a Triggering Event, other securities), register and qualify such shares of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration registration, statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Redemption Date and or the Final Expiration DateDate of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is not longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares Units of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates or depository receipts for Units of Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate or depository receipt for Units of Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof only if, and to the extent that, the Rights become exercisable. (b) The Company shall use its best efforts (i) to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the New York Stock Exchange (“NYSE”) or such other system then in use, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be eligible listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the offer and issuance of such shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of (x) the date as of which the Rights are no longer exercisable for quotation such securities and (y) the Expiration Date of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the National Association Securities Act 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 notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemAct (if required) shall have been declared effective. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares securities (subject to payment of the Exercise Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesshares in accordance with applicable law. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person other than such registered holder until any such Transfer Tax tax and charge shall have been paid (any such Transfer Tax 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 ’s or the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Corporation shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on NASDAQ or any successor thereto or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action actions as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) 120 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company Corporation shall not be required to or issue or deliver a Right Rights Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the CompanyCorporation's satisfaction that no such Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Dealers Automated Quotation System or any successor thereto or other comparable quotation systemsystem ("NASDAQ"). (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company In the event that there shall use its best efforts to cause, from and after such time as the Rights become exercisable, all not be sufficient shares of Preferred Stock issued but not outstanding or reserved for issuance authorized but unissued to permit the exercise or exchange of Rights in accordance with this Agreement Section 11 and Section 27, the Company covenants and agrees that it will take all such action as may be necessary to be listed, upon official notice of issuance, authorize additional Preferred Stock for issuance upon the principal national securities exchangeexercise or exchange of Rights pursuant to Section 11 and Section 27; PROVIDED, if anyHOWEVER, upon which the Common Stock is listed or, that if the principal market for Company is unable to cause the Common Stock is not on authorization of additional shares of Preferred Stock, then the Company shall, or in lieu of seeking any national securities exchangesuch authorization, the Company may, to be eligible the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Stock and requiring payment therefor, (B) upon due exercise of a Right and payment of the Purchase Price for quotation each share of Preferred Stock as to which such Right is exercised, issue equity securities (including shares of Common Stock) having a value equal to the value of the Preferred Stock which otherwise would have been issuable pursuant to Section 11 or Section 27, or (C) upon due exercise of a Right and payment of the Purchase Price, for each share of Preferred Stock as to which such Right is exercised, distribute a combination of Preferred Stock, cash and/or other equity and/or debt securities having an aggregate value equal to the value of the Preferred Stock which otherwise would have been issuable pursuant to Section 11 or Section 27. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the National Association Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of Securities Dealers' Automated Quotation System the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or any successor thereto or other comparable quotation systemcontractual restrictions until such payments have been paid in full. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or Common Stock or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Exercise Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued and/or Common Stock or delivered other securities, as the case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depository receipts for shares of Preferred Stock upon exercise of Rights and/or Common Stock or other securities, as the case may be, in a name other than that of, of the registered holder of the Right Certificate, and the Company shall not be required Certificate evidencing rights surrendered for exercise or to issue or deliver a Right Certificate any certificates or certificate depository receipts for shares of Preferred Stock to a Person and/or Common Stock or other than such registered holder securities, as the case may be, upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due. (e) So long as the shares of Preferred Stock issuable upon the exercise of the Rights may be listed on any national securities exchange or quoted on Nasdaq, 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 quoted on Nasdaq upon official notice of issuance of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Securities Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, a registration statement under the Securities Act with respect to the 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 at all times meeting the requirements of the Securities Act and the rules and regulations promulgated by the Securities Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states in connection with the Rights and the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; PROVIDED, HOWEVER, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person shall become exercisable immediately upon, the effectiveness of such Registration Statement. 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 provision of this Agreement to the contrary, the Rights shall not be exercisable (x) unless and until the registration statement under the Securities Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or "blue sky" qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares of Preferred 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 Preferred Stock Stock, or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System The Nasdaq Stock Market or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable non-assessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii)) 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, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (bB) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof only if, and to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by NASDAQ or such other system then in use, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such shares of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or “blue sky” laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 90 days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock Stock, or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of the Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. Rights in accordance with this Agreement. So long as the Preferred Stock (band, following the time that a Person becomes an Acquiring Person, shares of Common Stock) The issuable upon the exercise of Rights may be listed or admitted to trading on any national securities exchange or 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 Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed or admitted for trading on such exchange or automated quotation system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) such exercise. The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of the Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of the Preferred Stock upon the exercise of Rights. The Company shall use its best efforts not, however, be required (a) to pay any tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates or the issuance or delivery of certificates for the Preferred Stock in a name other than that of the registered holder of the Right Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver any certificates for shares of the Preferred Stock 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 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. The Company shall, if legally required, (i) prepare and file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law reasonably possible following the Distribution Date, as the case may be, a registration statement under the Act, Securities Act with respect to the shares of Preferred Stock securities purchasable upon exercise of or exchangeable for the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable reasonably possible after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable required to do so under the Securities Act with respect to securities purchasable upon exercise of or exchangeable for Preferred Stock, and (b) the earlier Rights. The Company also shall take all such action as may be required or as is appropriate under the securities or blue sky laws of such jurisdictions as may be necessary or appropriate with respect to the Expiration Date and securities purchasable upon the Final Expiration Dateexercise of or exchangeable for the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days120 days following the Distribution Date, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a such registration statement under the Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or suspension of exercisability of Rights referred to ensure compliance within this paragraph, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to temporarily suspended, as well as a public announcement at such time as the Company's satisfaction that suspension is no such Transfer Tax is duelonger in effect.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Triggering Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of all outstanding Rights. (b) The If the Preferred Stock (or, following the occurrence of a Triggering Event, the Common Stock and/or other securities) is at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Stock (and, following the occurrence of any such Triggering Event, Common Stock and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange or included for quotation on any such transaction reporting 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 that it is reasonably likely that the Rights will be exercised), all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon the exercise of Rights (or, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (ax) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and (by) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in is such jurisdiction shall have been obtained and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all U.S. federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) issued or delivered 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 a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company shall not be required to issue or deliver a Right Rights Certificate or certificate for Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock and/or other securities) to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(b) Event or a Section 13 Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Rights Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The Company shall use its best efforts to (i) file, as soon as practicable following the first occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following which would establish the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue skysky laws" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectivestates. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose or out of authorized and issued shares of Preferred Stock not reserved for another purpose held in its treasury, such the number of shares of Preferred Stock Units that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and keep available Units sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Sections 11(a)(ii) or 11(a)(iii) unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time the Distribution Date, the Rights and all Units (and/or following the occurrence of a Triggering Event, shares of Common Stock of the Company or other securities, as the Rights become exercisable, all shares of Preferred Stock case may be) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedlisted or admitted to trading on the NYSE, upon official notice of issuance, upon the principal NASDAQ or another national securities exchange, and (ii) if anythen necessary to permit the offer and issuance of such Units, upon which the shares of Common Stock of the Company and/or other securities, as the case may be, register and qualify such Units (or shares of Common Stock of the Company or other securities, as the case may be) under the Securities Act and any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available), cause the related registration statement and qualifications to become effective as soon as possible after filing and keep such registration statement and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the expiration of the 60-day period referred to in Section 11(a)(ii), the Expiration Date or the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act 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 listed orno longer in effect. The Company shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a copy of such announcement. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such suspension has occurred or such suspension is still in effect, as the case may be. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the principal market for requisite qualification in such jurisdiction shall not have been obtained or the Common Stock is exercise thereof shall not on any national securities exchange, to otherwise be eligible for quotation in permitted under applicable law or a registration statement under the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemAct (if required) shall not have been declared effective. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all Units (or shares of Preferred Common Stock or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Units (or shares (of Common Stock of the Company or other securities) subject to payment of the Exercise Purchase Price (or the applicable portion thereof) in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesUnits (and/or shares of Common Stock and other securities, as the case may be) in accordance with applicable law. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Units (or shares of Preferred Company Stock issued of the Company or delivered other securities or property, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Units (or shares of Common Stock of the Company or other securities or property, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company and the Rights Agent shall not be required to issue or deliver a Right Certificate or certificate for Preferred Units (and/or shares of Common Stock of the Company or other securities or property, as the case may be) to a Person other than such the registered holder until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s and the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not -------- be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("NASDAQ"), upon the principal national securities exchangeor such other system then in use, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; PROVIDED, HOWEVER, that the Company shall not be required to reserve and keep available shares of Common Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedlisted by the Nasdaq or any other securities exchanges, upon official notice of issuanceissuance upon such exercise, upon the principal national securities exchange, and (ii) if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be then necessary to insure that all permit the offer and issuance of such shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(iia Triggering Event, other securities), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the register and qualify such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities) under the Rights on an appropriate formSecurities Act and any applicable state securities or "blue sky" laws (to the extent exemptions therefrom are not available), (ii) cause such the related registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 90 days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates of such shares (subject to payment of the Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof only if, and to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the NASDAQ Stock Market, upon official notice of issuanceLLC (“NASDAQ”), upon the principal national securities exchangeor such other system then in use, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or “blue sky” laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) delivered upon exercise of Rights shall, at the time of delivery of such shares (subject to payment of the Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal taxes and state Transfer Taxes charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for shares of Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person other than such registered holder until any such Transfer Tax tax and charge shall have been paid (any such Transfer Tax 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 ’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. Other ---------------------------------------------------------------- Covenants. --------- (a) The Company covenants and agrees that on and after the Distribution Date, it will shall use reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (or, following the occurrence of a Common Stock Event, out of its authorized and unissued shares of Common Stock and/or Other Consideration, or out of its authorized and issued shares of Preferred Stock held in its treasury), such the number of shares of Preferred Stock (or, following a Common Stock Event, shares of Common Stock and/or Other Consideration) that, except as will from time to time provided in 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 shares shall be subject and -------- ------- subordinate to any other reservation of such shares made by the Company at any time for any lawful purpose; provided, further, however, that in no event shall -------- ------- ------- such failure to so reserve shares affect the rights of any holder of Rights hereunder. (b) The Company covenants and agrees that on and after the Distribution Date so long as the Preferred Stock (or, following a Common Stock Event, shares and/or similar units of Common Stock and/or Other Consideration) issuable upon the exercise of 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, cause all shares of Preferred Stock issued (or similar units) reserved for such issuance in accordance with this Agreement to be listed, listed on such exchange upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants and agrees that it will shall take all such action as may be necessary to insure ensure that all shares each one one-tenth of a share of Preferred Stock (or, following a Common Stock Event, each share and/or similar unit of Common Stock or Other Consideration) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (or units), subject to payment in full of the Exercise Price in respect thereof)Purchase Price, be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (d) The Company covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and similar charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any shares of Preferred Stock (or, following the occurrence of a Common Stock Event, each share and/or similar unit of Common Stock or Other Consideration) upon the exercise of Rights; provided, however, that the Company shall not be -------- ------- required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or in the issuance or delivery of certificates for any shares of Preferred Stock (or, following the occurrence of a Common Stock Event, each share and/or similar unit of Common Stock or Other Consideration) in a name other than that of the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for any shares of Preferred Stock (and, following the occurrence of a Common Stock Event, any shares and/or similar units of Common Stock or Other Consideration) 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 thereof) or until it has been established to the Company's satisfaction that no such tax is due. (e) The Company shall use its best efforts to (i) to file, as soon as practicable following the earliest date after the first occurrence of a Common Stock Event on which the event described consideration to be delivered by the Company upon exercise of the Rights has been determined in Section 11(a)(ii)accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock purchasable securities issuable 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and or (bB) the earlier of the Expiration Date and or earlier redemption of the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effectiveRights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states of the United 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(e), the exercisability of the Rights in order to prepare and file such registration statement or to 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. The Company shall thereafter issue a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectiveobtained. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock or out not reserved for another purpose (and, following the occurrence of authorized and issued shares of Preferred Stock held in its treasurya Triggering Event, such other securities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotation System ("NASDAQ") or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued any shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The So long as the shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) issuable upon the exercise of Rights may be listed or admitted to trading on the NYSE or listed on any other national securities exchange or quotation system, the Company shall use its commercial best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed or admitted to trading on the NYSE or listed on any other exchange or quotation system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The From and after such time as the Rights become exercisable, the Company covenants and agrees that it will take all such action as may be shall use commercial best efforts, if then necessary to insure that all permit the issuance of shares of Preferred Stock delivered (and following the time that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) upon the exercise of Rights shallRights, at the time of delivery of the certificates for to register and qualify such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock purchasable upon exercise (and following the time that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) under the Rights on an appropriate formSecurities Act and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), (ii) cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (ax) the date as of which the Rights are no longer exercisable for Preferred Stock, such securities and (by) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the any requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered shares of Common Stock or other securities) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax which transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or issue or deliver certificates or depositary receipts for the issuance or delivery of certificates for Preferred Stock upon exercise (or shares of Rights Common Stock or other securities) in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required Certificate evidencing Rights surrendered for exercise or to issue or deliver a Right Certificate any certificates or certificate depositary receipts for Preferred Stock to a Person (or shares of Common Stock or other than such registered holder securities) upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax tax or charge being payable by the that holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Subject to the Company’s rights under Section 11(c), the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights.Rights and, after the occurrence of a Section 11(b) Event, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Rights Agreement. 9 (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the first occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following which would establish the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) Expiration Date. The Company will also take such action as may be appropriate under the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier “blue sky laws” of the Expiration Date and the Final Expiration Datevarious states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a such registration statement under the Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights 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 simultaneous written notice to the Rights Agent. In addition, if the Company determines that a registration statement should be filed under the Securities Act or any securities laws following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights in each relevant jurisdiction until such time as a registration statement has been declared effective and, 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 each case with simultaneous written notice to the Rights Agent. Notwithstanding any 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 and until or be obtainable or the exercise thereof shall not be permitted under applicable law or a registration statement under the Act (if required) shall not have been declared effective. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities 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 Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. (d) If the Company determines that registration under the Securities Act is required, then the Company shall use its reasonable best efforts to (i) file, as soon as practicable following the first occurrence of an event which would establish the Distribution Date, a registration statement under the Securities Act, with respect to 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 at all times meeting the requirements of the Securities Act) until the Expiration Date. The Company will also take such action as may be appropriate under the “blue sky laws” of the various states. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax such tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s and the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System The Nasdaq Stock Market or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares.and (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (bB) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification quali- 33 fication in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock (and, following the occurrence of an event described in Section 11(a)(ii) or 13, out of its authorized and issued unissued shares of Preferred Common Stock held in its treasuryand/or other securities), such the number of shares of Preferred Stock (and, following the occurrence of an event described in Section 11(a)(ii) or 13, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii)) or 13, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and (bB) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock securities upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement 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 will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue skyBlue Sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Act (if required) , shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock securities upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock such securities to a Person other than such registered holder until any such Transfer Tax transfer tax shall have been paid (any such Transfer Tax transfer 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 reasonable satisfaction that no such Transfer Tax transfer tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock Stock, or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of the Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. Rights in accordance with this Agreement. So long as the Preferred Stock (band, following the time that a Person becomes an Acquiring Person, shares of Common Stock) The issuable upon the exercise of Rights may be listed or admitted to trading on any national securities exchange or automated quotation system, the Company shall use its reasonable best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed or admitted for trading on such exchange or automated quotation system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) such exercise. The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of the Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of the Preferred Stock upon the exercise of Rights. The Company shall use its best efforts not, however, be required (a) to pay any tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates or the issuance or delivery of certificates for the Preferred Stock in a name other than that of the registered holder of the Right Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver any certificates for shares of the Preferred Stock 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 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. The Company shall, if legally required, (i) prepare and file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law reasonably possible following the Distribution Date, as the case may be, a registration statement under the Act, Securities Act with respect to the shares of Preferred Stock securities purchasable upon exercise of or exchangeable for the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable reasonably possible after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable required to do so under the Securities Act with respect to securities purchasable upon exercise of or exchangeable for Preferred Stock, and (b) the earlier Rights. The Company also shall take all such action as may be required or as is appropriate under the securities or blue sky laws of such jurisdictions as may be necessary or appropriate with respect to the Expiration Date and securities purchasable upon the Final Expiration Dateexercise of or exchangeable for the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days120 days following the Distribution Date, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a such registration statement under the Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or suspension of exercisability of Rights referred to ensure compliance within this paragraph, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to temporarily suspended, as well as a public announcement at such time as the Company's satisfaction that suspension is no such Transfer Tax is duelonger in effect.

Reservation and Availability of Shares of Preferred 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 Preferred Stock (and, following the occurrence of an event described in Section 11(a)(ii) or 13, out of its authorized and issued unissued shares of Preferred Common Stock held in its treasuryand/or other securities), such the number of shares of Preferred Stock (and, following the occurrence of an event described in Section 11(a)(ii) or 13, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii), will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall will use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' ’ Automated Quotation System (“NASDAQ”) or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall will use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii)) or 13, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and (bB) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock securities upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. Upon any such suspension, the Company will issue a public announcement 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 will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" “Blue Sky” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall will not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have has been obtained and until a registration statement under the Act (if required) shall have , has been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered securities upon the exercise of Rights. The Company shall will not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock securities upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall will not be required to issue or deliver a Right Certificate or certificate for Preferred Stock such securities to a Person other than such registered holder until any such Transfer Tax shall transfer tax has have been paid (any such Transfer Tax transfer 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 reasonable satisfaction that no such Transfer Tax transfer tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("NASDAQ") or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.the

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on The Nasdaq Stock Market, Inc. ("Nasdaq") or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and 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 in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and 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 at all times meeting the requirements of the Securities Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (bB) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 or the Rights Agent's satisfaction that no such Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of an event specified in Section 11(b) hereof, shall so reserve and keep available a sufficient number of shares of Preferred Stock, Common Stock and/or other securities which may be required to permit the exercise in full of the Rights pursuant to this Agreement. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock and/or other securities 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 Price in respect thereofPurchase Price), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (dc) The Company shall use its best efforts to (i) file, as soon as practicable following the first occurrence of an event which (with the event described passage of the prescribed time periods set forth in Section 11(a)(ii), or as soon as is required by law following 3(a) hereof) would establish 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 shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier of the Expiration Date and expiration of the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effectiveRights. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" Blue Sky laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectivestates. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates or depositary receipts for Preferred Stock upon exercise of Rights and/or other securities in a name other than that of, of the registered holder of the Right CertificateCertificate evidencing Rights surrendered for exercise, and nor shall the Company shall not be required to issue or deliver a Right Certificate any certificates or certificate depositary receipts for shares of Preferred Stock to a Person and/or other than such registered holder securities upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax tax being payable by the holder of such Right Certificate at the time of surrender) or until it the Company has been established to the Company's its satisfaction that no such Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its the authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' ’ Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action as may be necessary to insure endure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully dully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Securities Act) until the earlier of (a) the date as of which the Rights are no longer exercisable for Preferred Stock, Stock and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) 90 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "“blue sky" ” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and such exercise shall be permitted under applicable law, and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that that, except as set forth in Section 6(a) hereof or in this Section 9(e), it will pay when due and payable any and all United States federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company Corporation shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Corporation’s satisfaction that no such Transfer Tax is due. (f) The requirements of this Section 9 shall apply to shares of Common Stock of the Corporation if the Corporation has elected in accordance with Section 11(a)(iii) hereof to substitute shares of Common Stock for shares of Preferred Stock that otherwise may be purchased upon the exercise of Rights.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common common Stock is not on any national securities exchange, to be eligible for quotation in the National national Association of Securities Dealers' Automated Quotation System system or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company the company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued maximum number of shares of Preferred Stock Stock, or out of authorized and issued its shares of Preferred Stock held in its treasury, such the number of shares of the Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. Rights in accordance with this Agreement. So long as the Preferred Stock (band, following the time that a Person becomes an Acquiring Person, shares of Common Stock) The issuable upon the exercise of the Rights may be listed on a national securities exchange or quoted on a quotation system, the Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement upon the exercise of the Rights to be listed, listed or admitted on such exchange or quoted on such system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) such exercise. The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock delivered (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock) issued (or evidenced by registration in the register of members of the Company) upon the exercise of the Rights shallshall be, at the time of delivery of the certificates for such shares (or registration of) and subject to payment of the Exercise Price in respect thereof)Purchase Price, be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stock, and (b) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or and of any shares of Preferred Stock certificates representing securities issued or delivered upon the exercise of Rightsthe Rights (or, if such securities are uncertificated, the registration of such securities on the stock transfer books and in the register of members of the Company). The Company shall not, however, be required (a) to pay any Transfer Tax which tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of a the Right Certificate to a Person other than, Certificates or the issuance or delivery of certificates for (or the registration of) the Preferred Stock upon exercise of Rights in a name other than that of, of the registered holder of the Right Certificate, and the Company shall not be required Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver a Right Certificate or certificate any certificates for shares of the Preferred Stock to a Person other than such registered holder upon the exercise of any Rights or depository receipts or notices representing securities issued upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax 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 ’s or the Rights Agent’s satisfaction that no such Transfer Tax tax or charge is due. The Company shall, if legally required, (i) prepare and file, as soon as reasonably practicable following the Distribution Date, a registration statement under the Securities Act with respect to the securities purchasable upon the exercise of or exchangeable for the Rights on an appropriate form, (ii) use its best efforts to (A) cause such registration statement to become effective as soon as reasonably practicable after such filing, and (B) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company also shall take all such action as may be required or as is appropriate under the securities or blue sky laws of such jurisdictions as may be necessary or appropriate with respect to the securities purchasable upon the exercise of or exchangeable for the Rights. The Company may temporarily suspend, for a period not to exceed 120 calendar days following the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension of exercisability of the Rights referred to in this paragraph, 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 simultaneous written notice to the Rights Agent.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall only be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof only if, and to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the NASDAQ Stock Market, upon official notice of issuanceInc. (“NASDAQ”), upon the principal national securities exchangeor such other system then in use, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or “blue sky” laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal taxes and state Transfer Taxes governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person other than such registered holder until any such Transfer Tax tax and charge shall have been paid (any such Transfer Tax 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 ’s satisfaction that no such Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. The Corporation shall take such action as may be required for it to comply with the foregoing sentence of this Section 9(a). (b) The Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System on NASDAQ or any successor thereto or other comparable quotation system. (c) The Company Corporation covenants and agrees that it will take all such action actions as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, Act with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and or (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspend, for a period of time not to exceed ninety (90) 120 days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company Corporation will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company Corporation shall not be required to or issue or deliver a Right Rights Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the CompanyCorporation's satisfaction that no such Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. Other ---------------------------------------------------------------- Covenants. --------- (a) The Company covenants and agrees that on and after the Distribution Date, it will shall use reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (or, following the occurrence of a Common Stock Event, out of its authorized and unissued shares of Common Stock and/or Other Consideration, or out of its authorized and issued shares of Preferred Stock held in its treasury), such the number of shares of Preferred Stock (or, following a Common Stock Event, shares of Common Stock and/or Other Consideration) that, except as will from time to time provided in 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 shares shall be subject and subordinate to any other reservation of such shares made by the Company at any time for any lawful purpose; provided, further, however, that in no event shall such failure to so -------- ------- ------- reserve shares affect the rights of any holder of Rights hereunder. (b) The Company covenants and agrees that on and after the Distribution Date so long as the Preferred Stock (or, following a Common Stock Event, shares and/or similar units of Common Stock and/or Other Consideration) issuable upon the exercise of 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, cause all shares of Preferred Stock issued (or similar units) reserved for such issuance in accordance with this Agreement to be listed, listed on such exchange upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants and agrees that it will shall take all such action as may be necessary to insure ensure that all shares each one one-hundredth of a share of Preferred Stock (or, following a Common Stock Event, each share and/or similar unit of Common Stock or Other Consideration) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (or units), subject to payment in full of the Exercise Price in respect thereof)Purchase Price, be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (d) The Company covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and similar charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any shares of Preferred Stock (or, following the occurrence of a Common Stock Event, each share and/or similar unit of Common Stock or Other Consideration) upon the exercise of Rights; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or in the issuance or delivery of certificates for any shares of Preferred Stock (or, following the occurrence of a Common Stock Event, each share and/or similar unit of Common Stock or Other Consideration) in a name other than that of the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for any shares of Preferred Stock (and, following the occurrence of a Common Stock Event, any shares and/or similar units of Common Stock or Other Consideration) 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 thereof) or until it has been established to the Company's satisfaction that no such tax is due. (e) The Company shall use its best efforts to (i) to file, as soon as practicable following the earliest date after the first occurrence of a Common Stock Event on which the event described consideration to be delivered by the Company upon exercise of the Rights has been determined in Section 11(a)(ii)accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock purchasable securities issuable 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and or (bB) the earlier of the Expiration Date and or earlier redemption of the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effectiveRights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states of the United 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(e), the exercisability of the Rights in order to prepare and file such registration statement or to 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. The Company shall thereafter issue a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectiveobtained. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. Other ---------------------------------------------------------------- Covenants. --------- (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 out of its authorized and unissued shares of Preferred Stock (or, following the occurrence of a Common Stock Event, out of its authorized and unissued shares of Common Stock and/or other securities, or out of its authorized and issued shares of Preferred Stock held in its treasury), such the number of shares of Preferred Stock (or, following a Common Stock Event, shares of Common Stock and/or other securities) that, except as will from time to time provided in 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 shares shall be subject and subordinate to any other reservation of such shares made by the Company at any time for any lawful purpose; provided, further, however, that in no event shall such failure to so -------- ------- ------- reserve shares affect the rights of any holder of Rights hereunder. (b) The Company covenants and agrees that on and after the Distribution Date so long as the Preferred Stock (or, following a Common Stock Event, shares of Common Stock and/or other securities and/or Other Consideration) issuable upon the exercise of 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, cause all shares of Preferred Stock issued (or similar units) reserved for such issuance in accordance with this Agreement to be listed, listed on such exchange upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares each one one-hundredth of a share of Preferred Stock (or, following a Common Stock Event, each share and/or similar unit of Common Stock or Other Consideration) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (or units), subject to payment of the Exercise Price in respect thereof)Purchase Price, be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (d) The Company covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and similar charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any shares of Preferred Stock (or, following the occurrence of a Common Stock Event, each share and/or similar units of Common Stock or Other Consideration) upon the exercise of Rights; provided, however, that the Company shall not be -------- ------- required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or in the issuance or delivery of certificates for any shares of Preferred Stock (or, following the occurrence of a Common Stock Event, each share and/or similar units of Common Stock or Other Consideration) in a name other than that of the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for any shares of Preferred Stock (and, following the occurrence of a Common Stock Event, all shares and/or similar units of Common Stock or Other Consideration) 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 such tax is due. (e) The Company shall use its best efforts to (i) to file, as soon as practicable following the earliest date after the first occurrence of a Common Stock Event on which the event described consideration to be delivered by the Company upon exercise of the Rights has been determined in Section 11(a)(ii)accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock purchasable securities issuable 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stocksuch securities, and or (bB) the earlier of the Expiration Date and or earlier redemption of the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effectiveRights. The Company will also take such action as may be appropriate under, 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, 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(e), the exercisability of the Rights in order to prepare and file such registration statement or to 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. The Company shall thereafter issue a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effectiveobtained. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued any shares of Preferred Stock held in its treasury (and, following the occurrence of a Section 11(a)(ii) Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and unissued shares held in its treasury), such the number of shares of Preferred Stock as (and, following the occurrence of a Section 11(a)(ii) Event, Common Stock or other securities) that will from time to time be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with this Agreement. (b) The So long as the shares of Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event, shares of Common Stock and other securities) issuable and deliverable upon the exercise of Rights may be listed or admitted to trading on the NASDAQ or listed on any other national securities exchange or quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed or admitted to trading on the NASDAQ or listed on any other exchange or quotation system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The Company covenants From and agrees that it will take all after such action time as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of the Rights shallbecome exercisable, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts efforts, if then necessary to (i) file, as soon as practicable following permit the occurrence issuance of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock purchasable (and following the time that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) upon the exercise of Rights, to register and qualify such shares of Preferred Stock (and following the Rights on time that a Person first becomes an appropriate formAcquiring Person, shares of Common Stock and other securities) under the Securities Act and any applicable state securities or “Blue Sky” laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date such securities and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 90 days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered shares of Common Stock or other securities) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Stock upon exercise (or shares of Rights Common Stock or other securities) in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required Certificate evidencing Rights surrendered for exercise or to issue or deliver a Right Certificate any certificates or certificate depositary receipts for Preferred Stock to a Person (or shares of Common Stock or other than such registered holder securities) upon the exercise of any Rights until any such Transfer Tax tax shall have been paid (any such Transfer Tax tax being payable by the that holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s reasonable satisfaction that no such Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its the authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company Corporation shall use its reasonable best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for or admitted to trading on any quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsystem then in use. (c) The Company Corporation covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the full Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company Corporation shall use its reasonable best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the ActSecurities Act and the Exchange Act on an appropriate form, with respect to the shares of Preferred Stock purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable US_ACTIVE:\44376304\7\11727.0008 after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, Stock and (bB) the earlier of the Expiration Date and the Final Expiration Date. The Company Corporation may temporarily suspendsuspend (with prompt written notice thereof to the Rights Agent), for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will Corporation shall also take such action as may be appropriate under, or to ensure compliance with, the securities or "“blue sky" ” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (e) The Company Corporation covenants and agrees that it will pay when due and payable any and all United States federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any Transfer Tax which may be payable in respect of any transfer or delivery of a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company Corporation shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Corporation’s satisfaction that no such Transfer Tax is due. (f) The requirements of this Section 9 shall apply to shares of Common Stock of the Corporation if the Corporation has elected in accordance with Section 11(a)(iii) hereof to substitute shares of Common Stock for shares of Preferred Stock that otherwise may be purchased upon the exercise of Rights.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("NASDAQ"), upon the principal national securities exchangeor such other system then in use, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will pay when due and payable any and take all federal and state Transfer Taxes which such action as may be payable in respect of the issuance or delivery of the Right Certificates or of any necessary to ensure that all shares of Preferred Stock issued or delivered upon (and following 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 occurrence of a Right Certificate to a Person Triggering Event, other than, or the issuance or delivery of certificates for Preferred Stock securities) delivered upon exercise of Rights in a name other than that ofshall, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.delivery

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("Nasdaq") or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such shares of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for issuance in accordance with this Rights Agreement to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Dealers Automated Quotation System Quotations ("NASDAQ") or any successor thereto or other comparable quotation system. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates certificates, for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 at all times meeting the requirements of the Act) until the earlier of (aA) the date as of which the Rights are no longer exercisable for Preferred Stock, and (b) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance of shares of Preferred Stock upon exercise of a Right in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued or delivered 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 a Right Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to or issue or deliver a Right Certificate or certificate for Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) a. The Company covenants and agrees that it will cause to be reserved and kept <PAGE> 11 available out of its authorized and unissued shares of Preferred Stock or out of its authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event described in Section 11(a)(ii) or Section 13(a), shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of all outstanding Rights. b. If the Preferred Stock (bor, following the occurrence of an event described in Section 11(a)(ii) The or Section 13(a), the Common Stock and/or other securities) is at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Stock (and, following the occurrence of any such event, Common Stock and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange or included for quotation on any such transaction reporting 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 that it is reasonably likely that the Rights will be exercised), all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) c. The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon the exercise of Rights (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), shares of Common Stock and/or other securities) shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (d) d. The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the an event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock 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 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 Preferred Stocksuch securities, and (b) the earlier date of the Expiration Date and expiration of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any 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 and until a registration statement under the Act (if required) shall have been declared effective. (e) e. The Company covenants and agrees that it will pay when due and payable any and all U.S. federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Stock (or, following the <PAGE> 12 occurrence of an event described in Section 11(a)(ii) or Section 13(a), Common Stock and/or other securities) issued or delivered 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 a Right Rights Certificate to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), Common Stock and/or other securities) upon exercise of Rights in a name other than that of, the registered holder of the Right Rights Certificate, and the Company shall not be required to issue or deliver a Right Rights Certificate or certificate for Preferred Stock (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), Common Stock and/or other securities) to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax 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 Transfer Tax is due.

Reservation and Availability of Shares of Preferred 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 Preferred Stock or out of authorized and issued any shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The So long as the shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) issuable upon the exercise of Rights may be listed or admitted to trading on the Nasdaq or listed on any national securities exchange or other quotation system, the Company shall use its commercial best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred Stock issued or reserved for such issuance in accordance with this Agreement to be listed, listed or admitted to trading on the Nasdaq or listed on any national securities exchange or other quotation system upon official notice of issuance, issuance upon the principal national securities exchange, if any, upon which the Common Stock is listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation in the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation systemsuch exercise. (c) The From and after such time as the Rights become exercisable, the Company covenants and agrees that it will take all such action as may be shall use commercial best efforts, if then necessary to insure that all permit the issuance of shares of Preferred Stock delivered (and following the time that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) upon the exercise of Rights shallRights, at the time of delivery of the certificates for to register and qualify such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the shares of Preferred Stock purchasable upon exercise (and following the time that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) under the Rights on an appropriate formSecurities Act and any applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), (ii) cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (ax) the date as of which the Rights are no longer exercisable for Preferred Stock, such securities and (by) the earlier of the Expiration Date and the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the any requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes which transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered shares of Common Stock or other securities) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax which transfer tax or charge that may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or issue or deliver certificates or depositary receipts for the issuance or delivery of certificates for Preferred Stock upon exercise (or shares of Rights Common Stock or other securities) in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required Certificate evidencing Rights surrendered for exercise or to issue or deliver a Right Certificate any certificates or certificate depositary receipts for Preferred Stock to a Person (or shares of Common Stock or other than such registered holder securities) upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax tax or charge being payable by the that 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 Transfer Tax tax or charge is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights, PROVIDED, HOWEVER, that the Company shall not be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("Nasdaq") or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of the various states in connection with Company shall issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any 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 and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state Transfer Taxes transfer taxes which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax transfer tax which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person person other than such registered holder until any such Transfer Tax tax shall have been paid (any such Transfer Tax 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 Transfer Tax tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that at all times it will cause to be reserved and kept available available, out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, other securities) or out of authorized and issued shares of Preferred Stock held in its treasury, such the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, other securities) that, as provided in this Rights Agreement, including Section 11(a)(iii) hereof, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall be required to reserve and keep available shares of Preferred Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 hereof only if, and to the extent that, the Rights become exercisable pursuant to such adjustments. (b) The Company shall (i) use its best efforts to cause, from and after such time as the Rights become exercisable, the Rights and all shares of Preferred Stock (and following the occurrence of a Triggering Event, other securities) issued or reserved for issuance in accordance with this Agreement upon exercise thereof to be listedreported by the National Association of Securities Dealers, upon official notice of issuanceInc. Automated Quotations System ("NASDAQ") or such other system then in use, upon the principal national securities exchange, if any, upon which the Common Stock is listed or, and if the principal market for the Common Preferred Stock is not shall become listed on any national securities exchange, to be eligible for quotation in cause, from and after such time as the National Association of Securities Dealers' Automated Quotation System or any successor thereto or other comparable quotation system. (c) The Company covenants Rights become exercisable, the Rights and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall(and, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares. (d) The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Triggering Event, other securities) issued or reserved for issuance upon exercise thereof to be listed on such exchange upon official notice of issuance upon such exercise and (ii) if then necessary, to permit the event described in Section 11(a)(ii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Act, with respect to the offer and issuance of such shares of Preferred Stock purchasable upon exercise (and, following the occurrence of a Triggering Event, other securities), register and qualify such share of Preferred Stock (and, following the Rights on an appropriate formoccurrence of a Triggering Event, other securities) under the Securities Act and any applicable state securities or "blue sky" laws (ii) to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications 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 Preferred Stock, and (b) the earlier of the Expiration Date and of the Final Expiration DateRights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the issuance exercisability of shares of Preferred Stock upon exercise of a Right the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. The Company will also take Upon any such action as may be appropriate under, or to ensure compliance withsuspension, the securities or "blue sky" laws of Company shall promptly notify the various states Rights Agent in connection with writing thereof and issue a public announcement stating that the exercisability of the RightsRights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect (with prompt written notice thereof to the Rights Agent). Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (ec) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and following the occurrence of 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 Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable shares in accordance with applicable law. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal taxes and state Transfer Taxes governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock issued (or delivered other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any Transfer Tax tax or governmental charge which may be payable in respect of any transfer or delivery of a Right Certificate Certificates to a Person other than, or the issuance or delivery of certificates for Preferred Stock (or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate, and the Company shall not be required to issue or deliver a Right Certificate or certificate for Preferred Stock (or other securities, as the case may be) to a Person other than such registered holder until any such Transfer Tax tax and governmental charge shall have been paid (any such Transfer Tax tax or governmental 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 Transfer Tax tax or governmental charge is due.