Common use of TERMS OF PREFERRED SHARES Clause in Contracts

TERMS OF PREFERRED SHARES. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $l per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolida- tion or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. The Preferred Shares would rank junior to any other series of the Company's preferred stock. Trigger of Flip-In and Flip-Over Rights In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or any affiliate or associate thereof (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. This right will commence on the date of public announcement that a person has become an Acquiring Person (or the effective date of a registration statement relating to distribution of the rights, if later) and terminate 60 days later (subject to adjustment in the event exercise of the rights is enjoined). In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person, its affiliates or associates or certain other persons in which such persons have an interest, proper provision will be made so that each such holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right.

TERMS OF PREFERRED SHARES. The Preferred Shares purchasable receivable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled entitle the holder thereof to receive a minimum preferential quarterly dividend payment equal to the greater of (i) $l per share but will be entitled to an aggregate dividend of 64 and (ii) 100 times the aggregate per share amount of all cash dividends, plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends and other distributions (other than in shares of Common Stock), declared on the Common Stock during such quarter, adjusted to give effect to any dividend declared per on the Common ShareStock payable in shares of Common Stock or any subdivision, combination or reclassification of the Common Stock (a "Dilution Event"). Each Preferred Share will entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Company, voting together as a single class with the holders of the Common Stock and the holders of any other class of capital stock having general voting rights, adjusted to give effect to any Dilution Event. In the event of liquidationliquidation of the Company, the holders holder of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolida- tion or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive a preferential liquidation payment equal to (i) the greater of $100 or (ii) 100 times the aggregate per share amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because to be distributed to the holders of the nature of the Preferred Shares' dividendCommon Stock, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. The Preferred Shares would rank junior adjusted to give effect to any other series of the Company's preferred stock. Trigger of Flip-In Dilution Event, plus an amount equal to accrued and Flip-Over Rights In the event that any person unpaid dividends and distributions on such Preferred Share, whether or group of affiliated or associated persons becomes an Acquiring Personnot declared, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or any affiliate or associate thereof (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. This right will commence on the date of public announcement that a person has become an Acquiring Person (or the effective date of a registration statement relating to distribution of the rights, if later) and terminate 60 days later (subject to adjustment in the event exercise of the rights is enjoined)such payment. In the event that of any merger, consolidation or other transaction in which the outstanding shares of Common Stock of the Company is acquired in a merger are exchanged for or converted into other business combination transaction or 50% or more of its consolidated assets or earning power are sold to an Acquiring Personcapital stock, its affiliates or associates or certain securities, cash and/or other persons in which such persons have an interestproperty, proper provision each Preferred Share will be made so that each such holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two similarly exchanged or converted into 100 times the exercise price of per share amount applicable to the RightCommon Stock, adjusted to give effect to any Dilution Event.

TERMS OF PREFERRED SHARES. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $l 1 per share but will be entitled to an aggregate dividend of 100 1,000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 1,000 per share but will be entitled to an aggregate payment of 100 1,000 times the payment made per Common Share. Each Preferred Share will have 100 1,000 votes, voting together with the Common Shares. Finally, in the event of any merger, consolida- tion consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 1,000 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' ’ dividend, liquidation and voting rights, the value of the one one-hundredth thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. The Preferred Shares would rank junior to any other series of the Company's ’s preferred stock. Trigger of Flip-In and Flip-Over Rights In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or any affiliate or associate thereof (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. This right will commence on the date of public announcement that a person has become an Acquiring Person (or the effective date of a registration statement relating to distribution of the rights, if later) and terminate 60 days later (subject to adjustment in the event exercise of the rights is enjoined). In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person, its affiliates or associates or certain other persons in which such persons have an interestsold, proper provision will be made so that each such holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right.

TERMS OF PREFERRED SHARES. The Preferred Shares purchasable receivable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled entitle the holder thereof to receive a minimum preferential quarterly dividend payment equal to the greater of (i) $l per share but will be entitled to an aggregate dividend of 1.00 and (ii) 100 times the aggregate per share amount of all cash dividends, plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends and other distributions (other than in shares of Common Stock), declared on the Common Stock during such quarter, adjusted to give effect to any dividend declared per on the Common ShareStock payable in shares of Common Stock or any subdivision, combination or reclassification of the Common Stock (a "Dilution Event"). Each Preferred Share will entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Company, voting together as a single class with the holders of the Common Stock and the holders of any other class of capital stock having general voting rights, adjusted to give effect to any Dilution Event. In the event of liquidationliquidation of the Company, the holders holder of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolida- tion or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive a preferential liquidation payment equal to the greater of (i) [$______] and (ii) 100 times the aggregate per share amount received to be distributed to the holders of the Common Stock, adjusted to give effect to any Dilution Event, plus an amount equal to accrued and unpaid dividends and distributions on such Preferred Share, whether or not declared, to the date of such payment. In the event of any merger, consolidation or other transaction in which the outstanding shares of Common Stock of the Company are exchanged for or converted into other capital stock, securities, cash and/or other property, each Preferred Share will be similarly exchanged or converted into 100 times the per share amount applicable to the Common Share. These rights are protected by customary anti-dilution provisionsStock, adjusted to give effect to any Dilution Event. Because of the nature of the Preferred Shares' dividend, voting, liquidation and voting rightsother rights accorded to each Preferred Share, the value of the one one-hundredth interest in of a Preferred Share purchasable receivable upon the exercise of each Right should approximate the value of one Common Share. The Preferred Shares would rank junior to any other series of the Company's preferred stock. Trigger of Flip-In and Flip-Over Rights In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or any affiliate or associate thereof (which will thereafter be void), will thereafter have the right to receive upon exercise that number share of Common Shares having a market value of two times the exercise price of the Right. This right will commence on the date of public announcement that a person has become an Acquiring Person (or the effective date of a registration statement relating to distribution of the rights, if later) and terminate 60 days later (subject to adjustment in the event exercise of the rights is enjoined). In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person, its affiliates or associates or certain other persons in which such persons have an interest, proper provision will be made so that each such holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the RightStock.

TERMS OF PREFERRED SHARES. The Preferred Shares purchasable receivable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled entitle the holder thereof to receive a minimum preferential quarterly dividend payment equal to the greater of (i) $l per share but will be entitled to an aggregate dividend of 0.01 and (ii) 100 times the aggregate per share amount of all cash dividends, plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends and other distributions (other than in shares of Common Stock), declared on the Common Stock during such quarter, adjusted to give effect to any dividend declared per on the Common ShareStock payable in shares of Common Stock or any subdivision, combination or reclassification of the Common Stock (a "Dilution Event"). Each Preferred Share will entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Company, voting together as a single class with the holders of the Common Stock and the holders of any other class of capital stock having general voting rights, adjusted to give effect to any Dilution Event. In the event of liquidationliquidation of the Company, the holders holder of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolida- tion or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive a preferential liquidation payment equal to the greater of (i) $1.00 and (ii) 100 times the aggregate per share amount received to be distributed to the holders of the Common Stock, adjusted to give effect to any Dilution Event, plus an amount equal to accrued and unpaid dividends and distributions on such Preferred Share, whether or not declared, to the date of such payment. In the event of any merger, consolidation or other transaction in which the outstanding shares of Common Stock of the Company are exchanged for or converted into other capital stock, securities, cash and/or other property, each Preferred Share will be similarly exchanged or converted into 100 times the per share amount applicable to the Common Share. These rights are protected by customary anti-dilution provisionsStock, adjusted to give effect to any Dilution Event. Because of the nature of the Preferred Shares' dividend, voting, liquidation and voting rightsother rights accorded to each Preferred Share, the value of the one one-hundredth interest in of a Preferred Share purchasable receivable upon the exercise of each Right should approximate the value of one Common Share. The Preferred Shares would rank junior to any other series of the Company's preferred stock. Trigger of Flip-In and Flip-Over Rights In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or any affiliate or associate thereof (which will thereafter be void), will thereafter have the right to receive upon exercise that number share of Common Shares having a market value of two times the exercise price of the Right. This right will commence on the date of public announcement that a person has become an Acquiring Person (or the effective date of a registration statement relating to distribution of the rights, if later) and terminate 60 days later (subject to adjustment in the event exercise of the rights is enjoined). In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person, its affiliates or associates or certain other persons in which such persons have an interest, proper provision will be made so that each such holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the RightStock.