Common use of Redemption Clause in Contracts

Redemption. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) Subject to the following sentence, insert -- The Securities the Board of this series are subject Directors of the Company may, at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal Price"). If at any time prior to 100a Person becoming an Acquiring Person there occurs a Change in Control, then the Rights may be redeemed pursuant to this Section 23(a) only if (i) the Board of Directors (x) approves such redemption, (y) recommends such redemption to the Company's shareholders and (z) takes all steps necessary to call and hold a special meeting of the Company's shareholders (a "Special Meeting") for the purpose of voting on such redemption and (ii) at such Special Meeting the holders of at least 85% of the principal amount, and Common Shares then outstanding approve (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part"Shareholder Approval") such redemption. The Company may, at its option, pay the election Redemption Price in cash, Common Shares (based on the current per share market price of the Company, Common Shares at the following Redemption Prices (expressed as percentages time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Subject to the Provisions of this Section 23(a), the redemption of the principal amount): if redeemed [if applicable insert -- Rights by the Board of Directors may be made effective at such time on or before ________, ___%, such basis and if redeemed] during with such conditions as the 12-month period beginning Board of Directors in its sole discretion may establish. If redemption of the ________ years indicatedRights is to be effective as of a future date, Year Redemption Price Year Redemption Price and thereafter the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that, subject to compliance with the limitations that apply under this Section 23(a) following a Change in Control, the Board of Directors may subsequently cause the Rights to be redeemed at a Redemption Price equal to ______% date earlier than the scheduled effective date of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indentureredemption.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableas such amount may be appropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1) on _________ in any year commencing with such redemption price being hereinafter referred to as the year _____ "Redemption Price"). If, following the occurrence of a Stock Acquisition Date and ending with following the year _____ through operation expiration of the sinking fund for this Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series at of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Redemption Price equal to 100Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the principal amountoutstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at any iii) the Board of Directors of the Company shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time [if applicable, insert -- on or after ________, _____], as a whole or in partthe Company's right of redemption hereunder has expired. The Company may, at its option, pay the election Redemption Price in cash, shares of Common Stock (based on the current market price of the Company, Common Stock at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableUpon the occurrence of a Redemption Event in relation to any Stockholder (the “Affected Stockholder”), insert -- The Securities of this series are subject if the Board (excluding any director designated by the Affected Stockholder) so elects (by written notice (the “Redemption Notice”) to redemption upon not less than the Affected Stockholder within 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with after the year _____ and ending with the year _____ through operation Company becomes aware of the sinking fund for this series at a Redemption Price equal to 100% Event), all of the principal amount, shares of Capital Stock and (2)] at Options owned by the Affected Stockholder and any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election Affiliate of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will Affected Stockholder shall be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or deemed automatically redeemed by the Company otherwise than through [mandatory] sinking fund payments for the Redemption Price without further action of the Affected Stockholder, subject to the right of Lxxx NAOC to withdraw its delivery of a Pledge Notice as set forth below; provided, that if the Board reasonably expects that a Bankruptcy Decision is likely to occur with respect to a Stockholder, the Board may elect prior to the occurrence of any such Bankruptcy Decision that the Company shall exercise the redemption right pursuant to this Section 4.6, effective automatically upon the occurrence of a Bankruptcy Decision. The Redemption Price of the Capital Stock and Options of any Affected Stockholder shall be credited against subsequent [if applicabledetermined as of the date of the Redemption Event, insert -- mandatory] sinking fund payments otherwise required as follows. Upon delivery of the Redemption Notice to the Affected Stockholder, the Company and the Affected Stockholder shall endeavor in good faith to promptly determine the applicable Redemption Price. If the Company and the Affected Stockholder cannot agree on the applicable Redemption Price within 15 days after the delivery of the Redemption Notice, they will, as soon as practicable, select an Arbiter to determine the applicable Redemption Price. If the Company and the Affected Stockholder cannot agree on an Arbiter within 20 days after delivery of the Redemption Notice, the Company and the Affected Stockholder shall each select an Arbiter and shall each instruct their respective Arbiters to select, within 25 days after delivery of the Redemption Notice, a third Arbiter to determine the Redemption Price. The Company and the Affected Stockholder shall instruct the selected Arbiter to determine the Redemption Price within 50 days after delivery of the Redemption Notice. The determination of the Redemption Price by such selected Arbiter shall be made [if applicablefinal, insert -- in binding and conclusive, absent manifest error. Lxxx NAOC shall have the inverse order right, exercisable within 10 days after determination of the Redemption Price, to withdraw its delivery of a Pledge Notice, in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at event the sole election of the Company, upon Company shall not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company redeem Lxxx NAOC’s Capital Stock and Options pursuant to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice Section 4.6. The Affected Stockholder shall bear a portion of the exercise fees, costs and expenses of the Arbiters engaged pursuant to this Section 4.6 equal to such Affected Stockholder’s Percentage Interest. The Company shall bear the balance of such right not less fees, costs and expenses. Payment for such redemption shall be made no later than 30 or more than 60 45 days prior to such date.] [If after the Security is subject to redemption, insert -- In the event later of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name delivery of the Holder hereof upon Redemption Notice and the cancellation hereoffinal determination of the applicable Redemption Price. Each director designated by the Affected Stockholder shall be excluded from any Board decisions (and from the definition of “Required Board Approval”) in connection with this Section 4.6 and, if the Affected Stockholder is a Minority Stockholder, its approval pursuant to Section 3.4(c) shall not be required in connection with any Company action in connection with this Section 4.6.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "Redemption Date") all but not less than 30 days notice all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by mailthe Board (and, [if applicableuntil the expiration of the 180-day period referred to in Section 23(c) hereof, insert -- (1) on _________ in any year commencing with the year _____ concurrence of a majority of Disinterested Directors); provided further, however, that if, following the occurrence of a Stock Acquisition Date and ending with following the year _____ through operation expiration of the sinking fund for this right of redemption but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series at of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Redemption Price equal to 100Triggering Event such that such Person is thereafter a Beneficial Owner of less than 15% of the principal amountoutstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clauses (i) and (ii), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if made effective at such time, on such basis and with such conditions as the Board in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicablemay establish. The Company may, insert -- at its option, pay the Redemption Price in cash, shares of Common Stock (based on the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemptionCurrent Market Price of the Common Stock at the time of redemption)or any other form of consideration deemed appropriate by the Board of the Disinterested Directors, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____applicable.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities of this series are subject at any time prior to redemption upon such time as any Person first becomes an Acquiring Person, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1) on _________ in any year commencing with the year _____ and ending with redemption price being hereinafter referred to as the year _____ through operation "Redemption Price"). The redemption of the sinking fund for this series Rights may be made effective at a Redemption Price equal to 100% such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the principal amountBoard of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and (2)] at without any time [if applicablefurther action and without any notice, insert -- on or after ________, _____], as a whole or in part, at the election right to exercise the Rights will terminate and the only right thereafter of the Company, at holders of Rights shall be to receive the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case Price. The Company shall promptly give public notice of any such redemption [if applicableredemption; provided, insert -- (whether through operation however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the sinking fund Board of Directors ordering the redemption of the Rights (or otherwisesuch later time as the Board of Directors may establish for the effectiveness of such redemption)] with accrued interest , the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Redemption Dis- tribution Date, but interest installments whose Stated Maturity on the registry books of the transfer agent for the Common Stock. Any notice which is on mailed in the manner herein provided shall be deemed given, whether or prior to not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Date Price will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenturemade. Section 24.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableBeginning on June 8, insert -- The Securities of 2001 this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will Warrant may be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days 20 days' prior written notice by mail to the Trustee holder, at a the redemption price of $.01 per share for every share of Common Stock purchasable upon exercise hereof at the time of such redemption (the "Redemption Price Price"), if the closing bid price of the Common Stock has been equal to $____.] [If or greater than 200% of the then Exercise Price on each of the 10 consecutive trading days ending on the third day prior to the day on which notice of redemption is given to the Registered Holder; provided, however, that this Warrant may be redeemed only if, on the first day of the aforementioned 10 consecutive trading days and thereafter at all times up to and including the date on which notice is given and the subsequent date fixed for redemption, (i) this Warrant is exercisable into shares of Common Stock registered for resale under the Securities Act pursuant to an effective and current registration statement, and (ii) the Common Stock subject to this Warrant is then listed on a national securities exchange, the Nasdaq National Market or the Nasdaq SmallCap Market or quoted on the OTC Bulletin Board or similar electronic trading facility. For purposes of this Section 4, "closing bid price" shall mean the closing bid price of the Common Stock as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not its principal trading market, the closing bid price as furnished by the NASD through the Nasdaq National Market or the Nasdaq SmallCap Market, or, if applicable, insert -- The Holder the OTC Bulletin Board or similar electronic facility. This Warrant may not be redeemed unless each and every condition set forth in this Section 4 is satisfied. On and after the date of this Security redemption the holder shall have only the right to require receive $.01 per share of Common Stock purchasable upon exercise hereof at the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise time of such right not less than 30 or more than 60 days prior to such dateredemption.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "Redemption Date") all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal to 100% Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by a majority of the principal amountDisinterested Directors; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if made effective at such time, on such basis and with such conditions as the Board in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicablemay establish. The Company may, insert -- at its option, pay the Redemption Price in cash, shares of Common Stock (based on the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board or the Disinterested Directors, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____applicable.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (x) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a Redemption Price equal redemption price of $.001 per Right, as such amount may be appropriately adjusted, as determined by the Board of Directors, to 100% reflect any transaction of the principal amountkind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if the Board of Directors of the Company shall authorize the redemption of the Rights in the circumstances set forth in clause (i) or (ii) below, then there must be Disinterested Directors in office and such authorization shall require the concurrence of a majority of such Disinterested Directors: (2)] at any time [if applicable, insert -- i) such authorization occurs on or after ________, _____], as the date a whole Person becomes an Acquiring Person or (ii) such authorization occurs on or after the date of a change (resulting from one or more proxy or consent solicitations) in part, a majority of the directors in office at the election commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such person becoming an Acquiring Person or which would cause the occurrence of an Adjustment Event. In considering whether to redeem the Rights, the Board of Directors of the Company may consider the best long-term and short-term interests of the Company, at including, without limitation, the following Redemption Prices (expressed as percentages effects of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning redemption of the ________ years indicatedRights upon employees, Year Redemption Price Year Redemption Price suppliers and thereafter at a Redemption Price equal to ______% customers of the principal amount, together in the case of Company or any such redemption [if applicable, insert -- (whether through operation Subsidiary of the sinking fund Company and communities in which offices or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation other establishments of the sinking fund for this series at the Redemption Prices for redemption through operation Company or any Subsidiary of the sinking fund (expressed as percentages of Company are located and all other pertinent factors, including without limitation the principal amount) factors set forth in the table belowCompany's Articles of Incorporation as amended from time to time. The redemption of the Rights by the Board of Directors may be effective at such time, on such basis and with such conditions as such Board of Directors in its sole discretion may establish. In addition to the right of redemption reserved in the first sentence of this subsection (2a), if there are Disinterested Directors then in office, such Board of Directors may redeem, with the concurrence of a majority of such Disinterested Directors, all, but not less than all, of the then outstanding Rights at the Redemption Price after the occurrence of a Share Acquisition Date, but prior to the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) at or (C) or Section 13(a), if either (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any time [if applicable, insert -- on of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or after ____________](C) or Section 13(a), as shall result in such Person thereafter being a whole Beneficial Owner of 10% or in part, at less of the election outstanding shares of Common Stock of the Company, at the Redemption Prices for redemption otherwise than through operation and after such transfer or other disposition there are no other Acquiring Persons, or (ii) in connection with any transaction of the sinking fund (expressed as percentages kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ Common Stock of the years indicatedCompany are treated the same and which shall not involve an Acquiring Person, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation an Affiliate or Associate of the Year Through Operation an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amountor in association with such Acquiring Person, together in the case of Affiliate or Associate. Notwithstanding any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities other provision of this series. Securities Agreement, the Rights shall not be exercisable after the first occurrence of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- an event specified in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, Section 11(a)(ii) until such time as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the 's right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofhereunder has expired.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject to redemption upon (i) the Close of Business on the twentieth day following the Shares Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.10 per Right, [if applicableas such amount may be appropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on _________ the "current per share market price," as defined in any year commencing with the year _____ and ending with the year _____ through operation Section 11(d)(i) hereof, of the sinking fund for this series Common Shares at the time of redemption) or cash. If, following the occurrence of a Redemption Price equal to 100% Shares Acquisition Date and following the expiration of the principal amountright of redemption hereunder but prior to the occurrence of any event described in Section 11(a)(ii) or Section 13(a) hereof (a "Triggering Event"), (i) each Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Shares, and (2)] at any time [if applicableii) there are no other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the Company, at the following Redemption Prices event described in clause (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities i) of this series sentence, who are subject to Acquiring Persons, then the right of redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowpreceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 24. Notwithstanding anything contained in this Agreement to the contrary, and (2the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) at any hereof until such time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for 's right of redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities first sentence of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Section 24(a) has expired.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at a Redemption Price equal to 100% of the principal amountits option, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred tenth (10th) day following the Stock Acquisition Date (which ten-day period may be extended by the Board of Directors for successive periods of ten days, not to on exceed an aggregate of 30 days following the face hereofStock Acquisition Date) or (ii) the Final Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (1i) on ________ a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not direct or indirectly involving the Company or any year commencing with of its Subsidiaries, which did not result in the year _____ and ending with the year _____ through operation occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the sinking fund for this series at the Redemption Prices for redemption through operation outstanding shares of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowCommon Stock, and (2ii) at any there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement or the contrary, the Rights shall not exercisable after the first occurrence of a Section 11(a)(ii) Event until such time [if applicableas the Company's right of redemption hereunder has expired. The Company, insert -- on or after ____________], as a whole or in partmay, at its option, pay the election Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Company, Common Stock at the Redemption Prices for redemption otherwise than through operation time of the sinking fund (expressed as percentages redemption) or any other form of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable4.1 The Corporation may, insert -- The Securities of this series are subject to redemption upon not less than 30 days giving notice by mailas hereinafter provided, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] redeem at any time [if applicablethe whole or part of the outstanding Class B Preference Shares out of capital pursuant to the Business Corporations Act, insert -- Ontario, on payment for each share to be redeemed of the sum of $0.05 per Class B Preference Share, together with all declared but unpaid dividends thereon up to the date fixed for redemption. Not less than thirty day's notice in writing of such redemption shall be given by the Corporation by mailing such notice to the registered holders of the shares to be redeemed, specifying the date and place or places of redemption. On or after ________the dates so specified for redemption, _____], as a whole the Corporation shall pay or in part, cause to be paid to or to the order of the registered holders of the Class B Preference Shares to be redeemed the redemption price thereof on presentation and surrender at the election head office of the CompanyCorporation, or any other place designated in such notice, of the certificates representing the Class B Preference Shares called for redemption. If a part only of the shares represented by any certificate be redeemed, a new certificate for the balance shall be issued at the following Redemption Prices (expressed as percentages expense of the principal amount): if redeemed [if applicable insert -- on or before ________Corporation. From and after the date specified for redemption in any such notice, ___%, the Class B Preference Shares called for redemption shall cease to be entitled to dividends and if redeemed] during the 12-month period beginning holders thereof shall not be entitled to exercise any of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% rights of shareholders in respect thereof unless payment of the principal amountredemption price shall not be made upon presentation of certificates in accordance with the foregoing provisions, together in which case the case of any such redemption [if applicable, insert -- (whether through operation rights of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- shareholders shall remain unaffected. The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security Corporation shall have the right to require at any time after the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written mailing of notice of its intention to redeem any Class B Preference Shares to deposit the exercise redemption price of the shares so called for redemption or of such right of the said shares represented by certificates as have not less than 30 at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or more than 60 days prior any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Class B Preference Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Class B Preference Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such redemption date.] [If , as the Security is subject case may be, shall be limited to redemptionreceiving without interest their proportionate part of the total redemption price so deposited against presentation and surrender of the said certificates held by them, insert -- respectively. In the event that only part of the Class B Preference Shares is at any time to be redeemed, the shares so to be redeemed shall be selected pro rata (disregarding fractions) from among the holders of record thereof as at the date of the notice of redemption or in such other manner as the board of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name directors of the Holder hereof upon the cancellation hereofCorporation in its sole discretion may deem equitable.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Preferred Shares shall not be redeemable except (i) upon a Bankruptcy Event, insert -- (ii) upon the occurrence of a Material Breach and (iii) upon the Corporation’s failure to make any payment of principal, interest, or other amount due and payable of any Indebtedness of the Corporation or its Subsidiaries after giving effect to any applicable cure period (each of the events described in clauses (i) through (iii) whether or not the Preferred Shares are redeemed, a “Redemption Event”). Subject to Section 5(d) below, in the event of a Redemption Event, the holders of Preferred Shares shall, in their sole discretion, be entitled to receive an amount equal to the Stated Liquidation Preference Amount plus any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to, but excluding, the date of such redemption plus the Premium (the “Redemption Price”). The Securities of this series are foregoing amounts shall be subject to redemption upon equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Preferred Shares. Notice of any Redemption Event shall be given by the Corporation by mail, postage prepaid, and in a press release provided to the major wire services, not less later than the first Business Day after the Corporation acquires knowledge of such event or circumstance, to each holder of record of Preferred Shares appearing on the stock books of the Corporation as of the date of such notice at the address of said holder shown therein (a “Redemption Event Notice”), which notice shall state that (1) all Preferred Shares tendered prior to the deadline specified in clause (3) below will be accepted for payment on the Redemption Date; (2) the Redemption Price and the date of redemption, which shall be no sooner than 30 days and no later than 90 days from the date such notice by mail, [if applicable, insert -- is mailed (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a “Redemption Price equal to 100% of the principal amount, Date”); and (2)] at 3) any time [if applicableholder of Preferred Shares electing to have any Preferred Shares redeemed pursuant to Section 5(a) shall be required to surrender its Preferred Shares, insert -- on or after ________, _____], as with a whole or in part, at the election notice entitled “Option of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal Holder to ______% of the principal amount, together Elect Redemption” in the case form attached as Annex A to this Certificate of any such redemption [if applicableDesignations (the “Redemption Notice”), insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or Corporation prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to fifth Business Day preceding the Redemption Date. If the Corporation fails to provide a Redemption Event Notice within the time period specified in this Section 5(a), but interest installments whose Stated Maturity is then any holder of Preferred Shares may deliver such notice to the Corporation and the other holders of Preferred Shares, in which event the Redemption Date shall occur on or the 45th day after the date of such notice and any holder of Preferred Shares electing to have any Preferred Shares redeemed pursuant to Section 5(a) shall be required to surrender the Preferred Shares, with a Redemption Notice, to the Corporation prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenturefifth Business Day preceding such Redemption Date.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "Redemption Date") all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal Price"); provided, however, that if after the occurrence of a Stock Acquisition Date Disinterested Directors cease to 100% constitute a majority of the principal amountmembers of the Board, the Rights shall no longer be redeemable; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole effective at any time or in part from time to such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the sole election time of redemption) or any other form of consideration deemed appropriate by the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____Board.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice all of the then outstanding Rights at an initial redemption price of $.01 per Right ("Redemption Price"). The Redemption Price shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof. The redemption of the Rights by mailthe Board of Directors may be made effective at such time, [if applicableon such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, insert -- (1) on _________ in any year commencing evidence of which shall be promptly filed with the year _____ Rights Agent, or, when approprate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and ending with without any further action and without any notice, the year _____ through operation right to exercise the Rights will terminate and the only right thereafter of the sinking fund holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for this series at a the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election Directors of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________its option, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest time prior to the Redemption Close of Business on the tenth day following the Stock Acquisition Date, redeem all but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (1) on ________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with "Redemption Price"), provided, however, that during the year _____ through operation time period relating to when the Rights may be redeemed, the Board of Directors of the sinking fund for this series at Company may extend the Redemption Prices for redemption through operation of time during which the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) Rights may be redeemed to be at any time [as may be determined by the Board of Directors, and provided, further, that if applicablethe Board of Directors of the Company authorizes redemption of the Rights or an extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, insert -- then there must be Continuing Directors then in office and such authorization or extension shall require the concurrence of a majority of such Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on or after ____________], such basis and with such conditions as a whole or in part, at the election Board of Directors of the Company, in its sole discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price at the Redemption Prices for redemption otherwise than through operation time of the sinking fund (expressed as percentages redemption) or any other form of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Board Directors may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred to on tenth Business Day following the face hereofStock Acquisition Date (or, all as provided in if the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Stock Acquisition Date shall have occurred prior to the Redemption Record Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant tenth Business Day following the Record Date referred to on Date), or (ii) the face hereofFinal Expiration Date, all and as provided in the Indenture.] [If applicableherein, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- elect to redeem all but not less than all the then outstanding Rights at a redemption price of $_____________ .001 per Right, as such amount may be appropriately adjusted to reflect any combination or subdivision of the outstanding Common Stock, any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "mandatory sinking fundRedemption Price") and not more than] $___________ aggregate principal amount ). Immediately upon the action of Securities the Board of this series. Securities Directors of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may electing to redeem the Rights, evidence of which shall have been filed with the Rights Agent, without any further action and without any further notice, the only right of the holders of Rights shall be credited against subsequent [if applicableto receive the Redemption Price and such holders shall have no right to exercise the Rights. Promptly after the action of the Board of Directors ordering the redemption of the Rights, insert -- mandatory] sinking fund payments otherwise required the Company shall give notice of such redemption to be made [if applicablethe Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent, insert -- or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the inverse order manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in which they become due].] [If applicablethis Agreement to the contrary, insert -- The Securities are subject to redemption, as the Rights shall not be exercisable after the first occurrence of a whole at any time or in part from time to time, at Section 11(a)(ii) Event until the sole election expiration of the Company's right of redemption hereunder. The Company may, upon not less than 30 or more than 60 days notice by mail to at its option, pay the Trustee at a Redemption Price equal to $____.] [If applicablein cash, insert -- The Holder shares of this Security shall have Common Stock (based on the right to require the Company to pay this Security Current Market Price, as defined in full on ____________Section 11(d)(i) hereof, __ by giving the Company or the Registrar written notice of the exercise Common Stock at the time of such right not less than 30 redemption) or more than 60 days prior to such dateany other form of consideration deemed appropriate by the Board of Directors.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon the Flip-in Date, elect to redeem all (but not less than 30 days all) the then outstanding Rights at the Redemption Price and the Company, at its option, may pay the Redemption Price either in cash or shares of Class A Common Stock or other securities of the Company deemed by the Board of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. (b) Immediately upon the action of the Board of Directors electing to redeem the Rights (or, if the resolution of the Board of Directors electing to redeem the Rights states that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event), without any further action and without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price in cash or securities, as determined by the Board of Directors. Promptly after the Rights are redeemed, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailmailing such notice in accordance with Section 5.9. (c) A committee of the independent members of the Board of Directors will evaluate this Agreement annually to determine whether it continues to be in the best interests of the Company’s stockholders. -58- (d) If the Company, [if applicablenot earlier than 40 Business Days nor later than 80 Business Days following the commencement of a Qualified Offer within the meaning of Rule 14d-2(a) under the Exchange Act, insert -- (1) on _________ in any year commencing which has not been terminated prior thereto and which continues to be a Qualified Offer, receives a written notice complying with the year _____ and ending with terms of this Section 5.1(d) (the year _____ through operation “Special Meeting Notice”) that is properly executed by the holders of record (or their duly authorized proxy) of at least ten percent (10%) of the sinking fund for this series at a Redemption Price equal to 100% shares of Class A Common Stock of the principal amount, and (2)] at any time [if applicable, insert -- on Company or after ________, _____], as a whole or in part, at of the election voting power of the shares of Common Stock of the Company, in each case, then outstanding (other than shares of Class A Common Stock held by the offeror or its Affiliates and Associates) directing the Board of Directors to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the following Redemption Prices Price (expressed the “Redemption Resolution”), then the Board of Directors shall take such actions as percentages are necessary or desirable to cause the Redemption Resolution to be so submitted to a vote of stockholders by including a proposal relating to adoption of the principal amount): if redeemed [if applicable insert -- on or before ________Redemption Resolution in the proxy materials of the Company for the Special Meeting; provided, ___%however, and if redeemed] during the 12that in any twelve-month period beginning the Company shall not be required to submit more than one Redemption Resolution to a vote of stockholders with respect to Qualified Offers from any given potential Acquiring Person (including any Affiliates or Associates). For purposes of a Special Meeting Notice, the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, record date for determining eligible holders of record at shall be the close 60th Business Day following the commencement of business on a Qualified Offer within the relevant Record Dates referred to on meaning of Rule 14d-2(a) under the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this seriesExchange Act. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]Any

Redemption. [If applicable(a) (i) The Board may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (A) the close of business on the relevant Record Dates referred to on tenth Business Day (or such later date as the face hereofBoard may determine) following any Shares Acquisition Date or (B) the Final Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (1) on ________ in any year commencing with such redemption price being hereinafter referred to as the year _____ "REDEMPTION PRICE"); PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and ending with following the year _____ through operation expiration of the sinking fund for this series at the Redemption Prices for right of redemption through operation hereunder (other than a Springing Right of Redemption, as defined below) but prior to any Triggering Event, each of the sinking fund following shall have occurred and remain in effect: (expressed as percentages x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the principal amountoutstanding Common Shares; (y) set forth there are no other Persons, immediately following the occurrence of the event described in the table belowclause (x) above, who are Acquiring Persons; and (2z) at any time [if applicable, insert -- on the transfer or after ____________], as other disposition described in clause (x) above was other than pursuant to a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiestransaction, or one series of transactions, that directly or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving indirectly involved the Company or any of its Subsidiaries, then the Registrar written notice right of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is redemption shall be reinstated and thereafter be subject to redemption, insert -- In the event provisions of this Section 23. The reinstated right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued referred to in the name preceding sentence and the reinstated right of redemption referred to in Sections 23(a)(ii) and 31 is herein called the Holder hereof upon "SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agreement to the cancellation hereofcontrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) at a time when the Rights are then redeemable hereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the “Redemption Period”) cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.001 per Right, [as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board authorizes redemption of the sinking fund for this series at Rights on or after the time a Redemption Price equal to 100% Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the principal amountDirectors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company’s right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company’s right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at any time [if applicablesuch time, insert -- on or after ________, _____], such basis and with such conditions as a whole or the Board in partits sole discretion may establish. The Company may, at its option, pay the election Redemption Price in cash, shares of Common Stock (based on the current market price of the Company, Common Stock at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the “Redemption Period”) cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.005 per Right, [as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board authorizes redemption of the sinking fund for this series at Rights on or after the time a Redemption Price equal to 100% Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the principal amountDirectors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company’s right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at any iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company’s right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time [if applicable, insert -- on or after ________, _____], as a whole or in partthe Company’s right of redemption hereunder has expired. The Company may, at its option, pay the election Redemption Price in cash, shares of Common Stock (based on the current market price of the Company, Common Stock at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Company may, insert -- The Securities at its option, upon approval by a majority of this series are subject the Board of Directors, at any time prior to redemption upon the earlier of (i) the tenth business day following the Shares Acquisition Date, or (ii) such date or dates on or after the tenth business day following the Shares Acquisition Date to which such option may be extended by a majority of the Board of Directors (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Shares Acquisition Date and, thereafter, prior to the completion of any such 10 day extension or extensions (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, prior to (A) the tenth business day following the Record Date or (B) such date or dates on or after the tenth business day after the Record Date to which such option may be extended by a majority of the Board of Directors (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Record Date and, thereafter, prior to the completion of any such 10 day extension or extensions), redeem all but not less than 30 days notice all the then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”), and the Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board of Directors. The redemption of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments Board of Directors may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- effective at such time on such basis and with such conditions as the Board of Directors in the inverse order in which they become due]its sole discretion may establish.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date, or such later date as may be determined by action of a majority of Directors then in office and publicly announced by the Company (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date, or such later date as may be determined by action of a majority of Directors then in office and publicly announced by the Company), or (ii) the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal to 100% Price"); provided, however, if the Board of Directors of the principal amount, Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (2)] at any time [if applicableii) immediately below, insert -- then there must be Directors then in office and such authorization shall require the concurrence of a majority of such Directors: (i) such authorization occurs on or after ________the time a Person becomes an Acquiring Person, _____], as or (ii) such authorization occurs on or after the date of a whole change (resulting from a proxy or consent solicitation) in part, a majority of the directors in office at the election commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Company, at the following Redemption Prices (expressed as percentages Board of Directors of the principal amount): if redeemed [if applicable insert -- on Company has determined in good faith) that such Person (or before ________any of its Affiliates or Associates) intends to take, ___%or may consider taking, and if redeemed] during any action which would result in such Person becoming an Acquiring Person or which would cause the 12-month period beginning occurrence of the ________ years indicateda Triggering Event unless, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amountconcurrent with such solicitation, together in the case of any such redemption [if applicable, insert -- Person (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securitiesof its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates); provided further, however, that if, following the occurrence of record at a Stock Acquisition Date and following the close expiration of business on the relevant Record Dates referred right of redemption hereunder but prior to on any Triggering Event, (i) a person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the face hereofCompany, all as provided or any of its Subsidiaries, which did not result in the Indenture.] [If applicable, insert -- The Securities occurrence of this series are subject to redemption upon not a Triggering Event such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation outstanding shares of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowCommon Stock, and (2ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption herein shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not occur and the Rights shall not be exercisable until such time as the Company's right of redemption hereunder has expired. The Company may, at any time [if applicableits option, insert -- pay the Redemption Price in cash, shares of Common Stock (based on or after ____________]the "current market price", as a whole or defined in partSection 11(d)(i) hereof, of the Common Stock at the election time of the Company, at the Redemption Prices for redemption otherwise than through operation redemption) or any other form of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time prior to 5:00 p.m., Eastern time, on the earlier of (i) the tenth Business Day following the Shares Acquisition Date, subject to extension by the Board for a period of time up to, but not exceeding, ten additional days, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board; provided, however, if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated and thereafter be subject to the provisions of this series Section 23. The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Notwithstanding anything in this Agreement to the contrary, no Rights may be exercised at any time that the Rights are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing accordance with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities terms of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the IndentureAgreement.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at a Redemption Price equal to 100% of the principal amountits option, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on earlier of (x) the face hereof, all tenth day following the Shares Acquisition Date (or such later date as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation a majority of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowIndependent Directors shall determine, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal which determination to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or be made prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on tenth day following the face hereofShares Acquisition Date) and (y) the Final Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- but not less than all the then outstanding Rights at a redemption price of $_____________ .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "mandatory sinking fundRedemption Price"); provided, however, that for the purposes hereof the Board of Directors of the Company shall be entitled to so redeem the Rights after the time at which a Person becomes an Acquiring Person only if such redemption is approved by a majority of the Independent Directors (as hereinafter defined) then on the Board of Directors, or, if at such time there shall be only one Independent Director, by such sole remaining Independent Director. "Independent Director" as used herein shall mean a director who (i) is not an Acquiring Person, an Affiliate or Associate of any Acquiring Person or a representative or nominee of an Acquiring Person and not more than] $___________ aggregate principal amount (ii) either was a member of Securities the Board of this series. Securities Directors of this series acquired the Company prior to the date hereof or redeemed who subsequently became a director of the Company and whose initial election or initial nomination for election by the Company otherwise than through [mandatory] sinking fund payments may be credited against Company's shareholders subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in such date was approved by a vote of a majority of the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election Board of Directors of the Company, upon not less than 30 or more than 60 days notice and by mail a majority of the Independent Directors then on the Board of Directors or, if at such time there shall be only one Independent Director, by such sole remaining Independent Director. Notwithstanding anything contained in this Agreement to the Trustee contrary, the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The Company may, at a its option, pay the Redemption Price equal to $____.] [If applicablein cash, insert -- The Holder shares of this Security shall have the right to require Common Shares of the Company to pay this Security in full (based on ____________, __ the current share market price of such Common Shares at the time of redemption) or any other form of consideration deemed appropriate by giving the Company or the Registrar written notice Board of Directors of the exercise of such right not less than 30 or more than 60 days prior to such dateCompany.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company shall, insert -- The Securities simultaneously with any order by the Board of this series are subject Directors of Mattel pursuant to Section 24 of the Mattel Rights Agreement, order the redemption upon of all but not less than 30 days notice all the then outstanding Rights at a per Right redemption price equal to U.S. $.01 multiplied by mailthe Merger Exchange Ratio appropriately adjusted to reflect any stock split, [if applicablestock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights shall be made effective at such time, insert -- (1) on _________ such basis and with such conditions as are imposed by the Board of Directors of Mattel in any year commencing connection with the year _____ and ending with the year _____ through operation redemption of the sinking fund Mattel Rights pursuant to Section 24 of the Mattel Rights Agreement. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for this series the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at a their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Exchangeable Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices except (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together i) in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner specifically set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole this Section 23 or in part, at Section 24 hereof or (ii) in connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Exchangeable Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]19

Redemption. [If applicable(a) The Company may, insert -- The Securities by resolution of this series are subject to redemption upon not less than 30 days notice by mailits Board of Directors, [if applicableat its option, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on earlier of (x) the Stock Acquisition Date or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at (y) the close of business on the relevant Record Dates referred to on the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Amended and Restated Rights Agreement (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that in the event that a redemption of the Rights is proposed, requested or considered at a time at which any Person (a "Proposed Acquiror") has proposed or publicly announced an intention to propose a transaction that, if consummated, would cause a Stock Acquisition Date or any of the events listed in Sections 13(a), (1b) on ________ in or (c) to occur, the Board of Directors may only act to redeem the rights upon the prior recommendation of a majority of its Independent Directors at a time at which there are at least two Independent Directors. "Independent Director" shall mean any year commencing with the year _____ and ending with the year _____ through operation member of the sinking fund for this series at the Redemption Prices for redemption through operation Board of Directors of the sinking fund (expressed as percentages Company who is not a proposed Acquiror or an Affiliate, Associate, representative or nominee of the principal amount) set forth in the table below, a Proposed Acquiror and (2) at any time [if applicable, insert -- on who is not an officer or after ____________], as a whole or in part, at the election employee of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or any of its Subsidiaries. The redemption of Rights by the Registrar written notice Board of Directors shall be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may , at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the exercise Common Stock at the time of such right not less than 30 Board resolution) or more than 60 days prior to such dateany other form of consideration deemed appropriate by the Board of Directors.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), as such period may be extended or shortened in the discretion of the Board of Trustees (the "Redemption Period") or (ii) the Final Expiration Date, cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.005 per Right, [as such amount may be appropriately adjusted to reflect any share split, share distribution or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board authorizes redemption of the sinking fund for this series Rights or a change in the Redemption Period on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of at a Redemption Price equal to 100% least two-thirds of the principal amountTrustees. If, following the occurrence of a Share Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] iii) the Board, by a vote of at any least two-thirds of the Trustees, shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time [if applicable, insert -- on or after ________, _____], as a whole or in partthe Company's right of redemption hereunder has expired. The Company may, at its option, pay the election Redemption Price in cash, Common Shares (based on the current market price of the Company, Common Shares at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Direc- tors of the Company may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transac- tion occurring after the date hereof (1) on _________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with the year _____ through operation "Redemption Price"). The redemption of the sinking fund Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for this series at a the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "REDEMPTION DATE") all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal to 100% Price"); PROVIDED, HOWEVER, that any redemption after the Stock Acquisition Date must be authorized by a majority of the principal amountDisinterested Directors; PROVIDED FURTHER, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if made effective at such time, on such basis and with such conditions as the Board in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicablemay establish. The Company may, insert -- at its option, pay the Redemption Price in cash, shares of Common Stock (based on the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by Board or the Disinterested Directors, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____applicable.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at its option, by a Redemption Price equal to 100% vote which includes the concurrence, by affirmative vote, of a majority of the principal amountDisinterested Directors, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred to on twentieth day following the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailShare Acquisition Date, (1) on ________ in any year commencing with or, if the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Share Acquisition Date shall have occurred prior to the Redemption Effective Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on twentieth day following the face hereofEffective Date), or (ii) the Final Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- but not less than all the then outstanding Rights at a redemption price of $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal .05 per Right, as such amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicableappropriately adjusted to reflect any stock split, insert -- mandatory] sinking fund payments otherwise required stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to be made [if applicableas the "Redemption Price"); provided, insert -- in however, that if, following the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as occurrence of a whole at any time or in part from time to time, at Share Acquisition Date and following the sole election expiration of the Companyright of redemption hereunder but prior to a Triggering Event, upon not less than 30 or more than 60 days notice by mail to the Trustee at (i) a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security Person who is an Acquiring Person shall have the right to require the Company to pay this Security transferred or otherwise disposed of a number of shares of Common Shares in full on ____________one transaction or series of transactions, __ by giving not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the Registrar written notice occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the exercise outstanding shares of such Common Shares, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right not less than 30 or more than 60 days prior to such date.] [If the Security is of redemption shall be reinstated and thereafter be subject to redemptionthe provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, insert -- In the Rights shall not be exercisable, and a Triggering Event shall not be deemed to have occurred, after the first occurrence of an event described in Section 11(a)(ii) hereof until such time as the Company's right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofhereunder has expired.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at a Redemption Price equal to 100% of the principal amountits option, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred to on twentieth day following such time as any Person becomes an Acquiring Person or (ii) the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by mailthe Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Provided, however, that if, after a Person has become an Acquiring Person and following the expiration of the right of redemption hereunder but prior to any transaction of the kind described in Section 13, (1i) on ________ a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any year commencing with of its Affiliates, Associates or Subsidiaries, which did not result in the year _____ and ending with the year _____ through operation occurrence of a transaction of the sinking fund for this series at the Redemption Prices for redemption through operation type described in Section 13 such that such Person is thereafter a Beneficial Owner of 10% or less of the sinking fund (expressed as percentages outstanding shares of the principal amount) set forth in the table belowCommon Stock, and (2ii) at any time [if applicablethere are no other Persons, insert -- on or after ____________], as a whole or in part, at immediately following the election occurrence of the Companyevent described in clause (i), at who are Acquiring Persons, then the Redemption Prices for right of redemption otherwise than through operation shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a transaction of the sinking fund (expressed type described in Section 13 until such time as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the 's right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofhereunder has expired.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "Redemption Date") all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal to 100% Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by a majority of the principal amountentire Board; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole effective at any time or in part from time to such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the sole election time of redemption) or any other form of consideration deemed appropriate by the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____Board.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (x) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a Redemption Price equal redemption price of $.001 per Right, as such amount may be appropriately adjusted, as determined by the Board of Directors, to 100% reflect any transaction of the principal amountkind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). In considering whether to redeem the Rights, the Board of Directors of the Company may consider the best long-term and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election short-term interests of the Company, at including, without limitation, the following Redemption Prices (expressed as percentages effects of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning redemption of the ________ years indicatedRights upon employees, Year Redemption Price Year Redemption Price suppliers and thereafter at a Redemption Price equal to ______% customers of the principal amount, together in the case of Company or any such redemption [if applicable, insert -- (whether through operation Subsidiary of the sinking fund Company and communities in which offices or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation other establishments of the sinking fund for this series at the Redemption Prices for redemption through operation Company or any Subsidiary of the sinking fund (expressed as percentages of Company are located and all other pertinent factors, including without limitation the principal amount) factors set forth in the table belowCompany's Articles of Incorporation as amended from time to time. The redemption of the Rights by the Board of Directors may be effective at such time, on such basis and with such conditions as such Board of Directors in its sole discretion may establish. In addition to the right of redemption reserved in the first sentence of this subsection, the Board of Directors may redeem all, but not less than all, of the then outstanding Rights at the Redemption Price after the occurrence of a Share Acquisition Date, but prior to the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (2C) at or Section 13(a), if either (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any time [if applicable, insert -- on of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or after ____________](C) or Section 13(a), as shall result in such Person thereafter being a whole Beneficial Owner of 10% or in part, at less of the election outstanding shares of Common Stock of the Company, at the Redemption Prices for redemption otherwise than through operation and after such transfer or other disposition there are no other Acquiring Persons, or (ii) in connection with any transaction of the sinking fund (expressed as percentages kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ Common Stock of the years indicatedCompany are treated the same and which shall not involve an Acquiring Person, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation an Affiliate or Associate of the Year Through Operation an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amountor in association with such Acquiring Person, together in the case of Affiliate or Associate. Notwithstanding any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities other provision of this series. Securities Agreement, the Rights shall not be exercisable after the first occurrence of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- an event specified in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, Section 11(a)(ii) until such time as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the 's right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofhereunder has expired.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), as such period may be extended or shortened in the discretion of the Board of Directors (the "Redemption Period") or (ii) the Final Expiration Date, cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.005 per Right, [as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board of Directors -------- ------- authorizes redemption of the sinking fund for this series at Rights or a change in the Redemption Price equal to 100% Period in either of the principal amount, circumstances set forth in clauses (i) and (2)] at any time [if applicableii) below, insert -- then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after ________the time a Person becomes an Acquiring Person, _____], as or (ii) such authorization occurs on or after the date of a whole change (resulting from a proxy or consent solicitation or from a vote or written consent(s)) in part, a majority of the directors in office at the election commencement of the Companysuch solicitation, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to vote or consent(s), if any Person who is a participant in such solicitation, vote or consent(s) has stated (or, if a majority of the Holders directors in office at the commencement of such Securitiessolicitation or prior to such vote or consent(s) has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrently with such a proxy or consent solicitation or such vote or consent(s), effected in compliance with applicable law and regulations, such Person (or one or more Predecessor Securitiesof its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates) in compliance with Section 11(a)(ii). If, following the occurrence of record at a Stock Acquisition Date and following the close expiration of business on the relevant Record Dates referred to on Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the face hereofCompany or any of its Subsidiaries, all as provided which did not result in the Indenture.] [If applicable, insert -- The Securities occurrence of this series are subject to redemption upon not a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less than 30 days notice by mailof the outstanding shares of Common Stock, (1ii) on ________ in any year commencing with there are no other Persons, immediately following the year _____ and ending with the year _____ through operation occurrence of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund event described in clause (expressed as percentages of the principal amount) set forth in the table belowi), who are Acquiring Persons, and (2iii) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election Board of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund Directors (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]concurrence of

Redemption. [If applicable(a) (i) The Board may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (A) the close of business on the relevant Record Dates referred to on tenth Business Day following any Shares Acquisition Date or (B) the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (1) on ________ in any year commencing with such redemption price being hereinafter referred to as the year _____ "Redemption Price"); provided, however, that if, following the occurrence of a Shares Acquisition Date and ending with following the year _____ through operation expiration of the sinking fund for this series at the Redemption Prices for right of redemption through operation hereunder (other than a Springing Right of Redemption, as defined below) but prior to any Triggering Event, each of the sinking fund following shall have occurred and remain in effect: (expressed as percentages x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the principal amountoutstanding Common Shares; (y) set forth there are no other Persons, immediately following the occurrence of the event described in the table belowclause (x) above, who are Acquiring Persons; and (2z) at any time [if applicable, insert -- on the transfer or after ____________], as other disposition described in clause (x) above was other than pursuant to a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiestransaction, or one series of transactions, that directly or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving indirectly involved the Company or any of its Subsidiaries, then the Registrar written notice right of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is redemption shall be reinstated and thereafter be subject to redemption, insert -- In the event provisions of this Section 23. The reinstated right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued referred to in the name preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the Holder hereof upon "Springing Right of Redemption." Notwithstanding anything contained in this Agree ment to the cancellation hereofcontrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) at a time when the Rights are then redeemable hereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) (i) The Board may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (A) the close of business on the relevant Record Dates referred to on tenth Business Day following any Shares Acquisition Date or (B) the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Prices for redemption through operation Price"); provided, however, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the sinking fund right of redemption hereunder (expressed other than a Springing Right of Redemption, as percentages defined below) but prior to any Triggering Event, each of the principal amountfollowing shall have occurred and remain in effect: (x) set forth a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or series of transactions, that did not result in the table belowoccurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the outstanding Common Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and (2z) at any time [if applicable, insert -- on the transfer or after ____________], as other disposition described in clause (x) above was other than pursuant to a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiestransaction, or one series of transactions, that directly or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving indirectly involved the Company or any of its Subsidiaries, then the Registrar written notice right of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is redemption shall be reinstated and thereafter be subject to redemption, insert -- In the event provisions of this Section 23. The reinstated right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued referred to in the name preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the Holder hereof upon "Springing Right of Redemption." Notwithstanding anything contained in this Agreement to the cancellation hereofcontrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) at a time when the Rights are then redeemable hereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to 5:00 P.M., Detroit time, on the earlier of this series are subject (x) the tenth Business Day following the Shares Acquisition Date, or (y) the Final Expiration Date or (z) the day on which a determination is made by the Board of Directors that any Person is an Adverse Person pursuant to redemption upon Section 11(a)(ii)(D), redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal to 100% Price"); provided, however, that if such redemption occurs on or after the Shares Acquisition Date, the Board of Directors of the principal amountCompany shall be entitled to so redeem the Rights only if Continuing Directors constitute a majority of the Board of Directors at the time of such redemption and such redemption is approved by a majority of the Continuing Directors; provided, further, that if such redemption occurs on or after the date of a change (resulting from a proxy or consent solicitation effected in compliance with applicable law and the requirements of the Nasdaq Stock Market or any national securities exchange on which the Common Stock of the Company is listed) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event, the Board of Directors of the Company shall be entitled to so redeem the Rights only if Continuing Directors who were members of the Board of Directors prior to the proxy or consent solicitation referred to above (or subsequently became members of the Board of Directors and whose nomination for election or election thereto was recommended or approved by a majority of such Continuing Directors) (the "Redemption Continuing Directors") constitute a majority of the Board of Directors at the time of such redemption and such redemption is approved by a majority of the Redemption Continuing Directors; provided, further, however, that if, following the occurrence of the Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, each of the following shall have occurred and remain in effect: (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in a transaction, or series of transactions, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at iii) the transfer or other disposition described in clause (i) above was other than pursuant to a transaction, or series of transactions, which directly or indirectly involved the Company or any time [if applicableof its Subsidiaries; then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, insert -- on the Rights shall not be exercisable pursuant to Section 11(a)(ii) or after ________, _____], as a whole or in part, at Section 13(a) prior to the election expiration of the Company, at the following Redemption Prices (expressed as percentages 's right of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal redemption pursuant to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest this Section 23(a) without regard to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenturelast proviso.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) (i) The Board may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (A) the close of business on the relevant Record Dates referred to on tenth Business Day following any Shares Acquisition Date or (B) the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (1) on ________ in any year commencing with such redemption price being hereinafter referred to as the year _____ "REDEMPTION PRICE"); PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and ending with following the year _____ through operation expiration of the sinking fund for this series at the Redemption Prices for right of redemption through operation hereunder (other than a Springing Right of Redemption, as defined below) but prior to any Triggering Event, each of the sinking fund following shall have occurred and remain in effect: (expressed as percentages x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the principal amountoutstanding Common Shares; (y) set forth there are no other Persons, immediately following the occurrence of the event described in the table belowclause (x) above, who are Acquiring Persons; and (2z) at any time [if applicable, insert -- on the transfer or after ____________], as other disposition described in clause (x) above was other than pursuant to a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiestransaction, or one series of transactions, that directly or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving indirectly involved the Company or any of its Subsidiaries, then the Registrar written notice right of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is redemption shall be reinstated and thereafter be subject to redemption, insert -- In the event provisions of this Section 23. The reinstated right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued referred to in the name preceding sentence and the reinstated right of redemption referred to in Sections 27 and 31 hereof is herein called the Holder hereof upon "SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agree ment to the cancellation hereofcontrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) at a time when the Rights are then redeemable hereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) (i) The Board may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (A) the close of business on the relevant Record Dates referred to on tenth Business Day following any Shares Acquisition Date or (B) the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (1) on ________ in any year commencing with such redemption price being hereinafter referred to as the year _____ "REDEMPTION PRICE"); PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and ending with following the year _____ through operation expiration of the sinking fund for this series at the Redemption Prices for right of redemption through operation hereunder (other than a Springing Right of Redemption, as defined below) but prior to any Triggering Event, each of the sinking fund following shall have occurred and remain in effect: (expressed as percentages x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the principal amountoutstanding Common Shares; (y) set forth there are no other Persons, immediately following the occurrence of the event described in the table belowclause (x) above, who are Acquiring Persons; and (2z) at any time [if applicable, insert -- on the transfer or after ____________], as other disposition described in clause (x) above was other than pursuant to a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiestransaction, or one series of transactions, that directly or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving indirectly involved the Company or any of its Subsidiaries, then the Registrar written notice right of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is redemption shall be reinstated and thereafter be subject to redemption, insert -- In the event provisions of this Section 23. The reinstated right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued referred to in the name preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the Holder hereof upon "SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agreement to the cancellation hereofcontrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) at a time when the Rights are then redeemable hereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "Redemption Date") all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by the Board; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption but prior to 100any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 15% of the principal amountoutstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clauses (i) and (ii), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if made effective at such time, on such basis and with such conditions as the Board in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicablemay establish. The Company may, insert -- at its option, pay the Redemption Price in cash, shares of Common Stock (based on the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of the Disinterested Directors, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____applicable.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableProvided all derivative liability amounts reflected on Bxxxxxxx’s financial statements as of a calculation date have been irrevocably eliminated and but for the existence of a derivative liability amount on such financial statements as of such calculation date arising from the rights of the Noteholders under Section 5(b) herein (as certified in writing by the Borrower’s regularly employed certified public accountant), insert -- The Securities the Borrower would satisfy the net asset requirements for the completion of this series are subject its “uplisting” to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing a Recognized Stock Exchange and further provided an Event of Default or an event which with the year _____ and ending with passage of time or the year _____ through operation giving of notice could become an Event of Default has not occurred, whether or not such Event of Default has been cured, then upon ten (10) days prior notice, the Holder will, at the Borrower’s written request, be required to elect one of the sinking fund for this series following which election will be effective only upon the actual listing of the Common Stock on a Recognized Exchange within thirty (30) days of Bxxxxxxx’s request to Holder: (i) convert the outstanding Note at a Redemption Conversion Price equal to 100% the then in effect Conversion Price on the same terms as a Mandatory Conversion described in Section 6(b) above, (ii) permanently waive the rights granted to Holder under Section 5(b) herein, or (iii) permit the Borrower to accelerate the Maturity Date (“Optional Redemption”) and prepay the outstanding Principal amount of this Note by paying to the Holder a sum of money in cash equal to one hundred and twenty percent (120%) of the principal amountPrincipal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”) (collectively, items (i), (ii) and (iii), “Holder’s Redemption Options”). Upon delivery by Bxxxxxxx to Holder of a notice in writing of the anticipated uplisting and accountants certification (“Notice of Redemption”). Holder will notify Borrower which of Hxxxxx’s Redemption Options Holder is electing to exercise. In the event Holder notifies Borrower of its election to accept the Optional Redemption [item (iii)] of Holder’s Redemption Options, which Borrower must then confirm in writing, Borrower will then specify the date for such Optional Redemption payment (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, must be given on the first business day following ten (10) consecutive trading days (“Lookback Period”) during which all of the Equity Conditions have been in effect. An Optional Redemption shall not be effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1ii) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments Borrower’s failure may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required deemed by Holder to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election non-curable Event of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- Default. In the event of redemption of this Security the Equity Conditions cease to be in part only, a new Security or Securities of this series and of like tenor for effect prior to the unredeemed portion hereof will be issued in the name payment of the Redemption Amount, the Holder hereof upon may cancel the cancellation hereofNotice of Redemption.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund then outstanding Rights at the Redemption Price; provided, however, that in connection with a transaction to be accounted for this series at as a pooling of interests, the Board shall have the option to pay the Redemption Price equal to 100% in securities or other property with an equivalent value per Right. The redemption of the principal amountRights by the Board may be made effective at such time on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the action of the Board ordering the redemption of the Rights pursuant to Section 23(a), and (2)] without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture. SECTION 24.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with all the year _____ and ending with the year _____ through operation of the sinking fund for this series then outstanding Rights at a redemption price of One Cent ($0.01) per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price equal to 100% in shares of Common Stock (based on the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, Current Market Price of such Common Stock at the election time of redemption). If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company, at the following Redemption Prices (expressed as percentages ’s right of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowpreceding sentence but prior to any Triggering Event, (i) each Person who was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one or more transactions, not directly or indirectly involving the Company, which did not result in the occurrence of a Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (2ii) at any time [if applicablethere are no other Persons who are Acquiring Persons and who became Acquiring Persons prior to the Board’s redemption authorization, insert -- on or after ____________], as a whole or in part, at the election of then the Company, at the Redemption Prices for ’s right of redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during preceding sentence shall be reinstated. Notwithstanding anything contained in this Agreement to the 12-month period beginning ___________ contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation Company’s right of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together redemption set forth in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities first sentence of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Section 23(a) has expired.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), as such period may be extended or shortened in the discretion of the Board (the "Redemption Period") or (ii) the Close of Business on the Final Expiration Date, cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.005 per Right, [as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with -------- ------- the year _____ and ending with the year _____ through operation Board authorizes redemption of the sinking fund for this series at Rights or a change in the Redemption Price equal to 100% Period on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the principal amountBoard. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at any time [if applicableiii) the Board, insert -- on or after ________, _____], as by a whole or in part, at the election vote of two-thirds of the Board, shall so approve, then the Company, at the following Redemption Prices (expressed as percentages 's right of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price redemption shall be reinstated and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest be subject to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders provisions of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]this

Redemption. [If applicableThe Company may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation affirmative vote of the sinking fund for this series at a Redemption Price equal to 100% majority of the principal amountCommittee, and (2)] at any time [if applicablecall the Options for redemption, insert -- on or after ________, _____], as a in whole or in part, at a price of $0.01 per Option (each, a "Redemption Call"), (i) on the election date, if any, on which the Company calls for redemption (the "Warrant Call") all of the Company's Redeemable Common Stock Purchase Warrants issued pursuant to that certain Warrant Agreement dated as of February 16, 1995, by and between the Company and Continental Stock Transfer & Trust Company or (ii) at any time after the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________Warrant Call, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together upon notice in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided i) and (ii) (in the Indenture.] [If applicable, insert -- The Securities manner set forth below) to each Optionee of this series are subject to redemption upon not less than 30 days notice by mailprior to the date of redemption (the "Redemption Date"), (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowand, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any a Redemption Call pursuant to clause (ii) of this sentence, such redemption Redemption Call may only be made if the Current Market Price (whether through operation determined in accordance with Section 10 hereof) of the sinking fund Common Stock has been at least $8.50, subject to adjustment in accordance with Section 13 hereof, on each of the twenty (20) consecutive trading days ending on the third business day prior to the date on which notice of such Redemption Call is given. The Company shall cause to be mailed, certified mail, postage prepaid, return receipt requested, to each Optionee at the notice address set forth in Section 15 hereof, a written notice, notifying such Optionee that the Company has called all or otherwisea portion of the Options for redemption and stating (i) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior (ii) the number of Options called for redemption (identifying any Options called for redemption which are not yet vested), (iii) that all Options subject to such Redemption Call which have not been previously exercised may be exercised prior to and including the Redemption Date, regardless of whether such Options would otherwise be vested as of such Redemption Date will and (iv) that all Options which are the subject of such Redemption Call which are not exercised on or before the Redemption Date shall thereafter cease to be payable exercisable. Notwithstanding anything to the Holders contrary in the foregoing, in the event that exercise of an Optionee's Options and/or sale of the shares received upon exercise during the period after a Redemption Call and prior to the applicable Redemption Date (i) would result in liability under Sections 10(b) or 16(b) of the Exchange Act or (ii) would be prohibited or restricted in any manner by any applicable law or regulation, the redemption of such securities, Optionee's Options shall be delayed until the tenth day after the later of (i) last date upon which such exercise and sale would result in such liability or one (ii) the last date when any applicable law or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided regulation would prohibit or restrict in the Indentureany manner such exercise or sale.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at a Redemption Price equal to 100% of the principal amountits option, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred to on Shares Acquisition Date (or, if the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Shares Acquisition Date shall have occurred prior to the Redemption Record Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant fifteenth day following the Record Date referred to on Date), or (ii) the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- but not less than all the then outstanding Rights at a redemption price of $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable.01 per Right, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemptionappropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE"). Notwithstanding the foregoing, if (i) a whole at Person becomes an Acquiring Person, or (ii) a change resulting from any time or Solicitation (as hereinafter defined) occurs in part from time to time, a majority of the directors in office at the sole election commencement of such Solicitation, then redemption of the CompanyRights may only be authorized by a majority of Continuing Directors then in office. Notwithstanding the foregoing, upon not less than 30 or more than 60 days notice by mail if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder, but prior to the Trustee at any Triggering Event, (i) a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security Person who is an Acquiring Person shall have the right to require the Company to pay this Security transferred or otherwise disposed of a number of shares of Common Stock in full on ____________one transaction or series of transactions, __ by giving not directly or indirectly involving the Company or the Registrar written notice any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the exercise outstanding shares of such Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right not less than 30 or more than 60 days prior to such date.] [If the Security is of redemption shall be reinstated and thereafter be subject to redemptionthe provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, insert -- In the event Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption of hereunder has expired. As used in this Security in part onlySection 23, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]term "

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior ---------- to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "Redemption Date") all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal to 100% Price"); provided, however, that any redemption after the Stock Acquisition Date -------- ------- must be authorized by a majority of the principal amountDisinterested Directors; provided -------- further, however, that if, following the occurrence of a Stock Acquisition Date ------- ------- and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if made effective at such time, on such basis and with such conditions as the Board in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicablemay establish. The Company may, insert -- at its option, pay the Redemption Price in cash, shares of Common Stock (based on the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by Board or the Disinterested Directors, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____applicable.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "Redemption Date") all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by the Board; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption but prior to 100any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 20% of the principal amountoutstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clauses (i) and (ii), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole effective at any time or in part from time to such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the sole election time of redemption)or any other form of consideration deemed appropriate by the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____Board.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1) on _________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with the year _____ through operation "Redemption Price"). The redemption of the sinking fund Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; PROVIDED, HOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for this series at a the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture. Section 24.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), as such period may be extended or shortened in the discretion of the Board (the "Redemption Period") or (ii) the Close of Business on the Final Expiration Date, cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.005 per Right, [as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board -------- ------- authorizes redemption of the sinking fund for this series at Rights or a change in the Redemption Price equal to 100% Period on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the principal amountBoard. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at any iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time [if applicable, insert -- on or after ________, _____], as a whole or in partthe Company's right of redemption hereunder has expired. The Company may, at its option, pay the election Redemption Price in cash, shares of Common Stock (based on the current market price of the Company, Common Stock at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If The Company may redeem some or all of the Warrants at a price of $2.50 per Warrant in the event that (i) the Company has closed a registered public offering of its Common Stock under the Securities Act of 1933 ("IPO") and (ii) the closing price at which the Common Stock of the Company has traded on the NASDAQ or any exchange is greater than 150% of the price to the public in the IPO for 20 out of 30 consecutive trading days. The Company may exercise such redemption right by giving notice to Holder within 30 days of the end of such 30-day trading period. Such notice shall set forth the circumstances permitting such exercise and identify the number of Warrants as to which the Company is exercising its redemption rights. Upon receipt of such notice the Holder shall be obligated within 30 calendar days of such notice to (i) deliver to the Company the certificate(s) evidencing all Warrants held by Holder and (ii) execute and deliver any other conveyance documents that the Company shall reasonably require. Upon expiration of 30 days following such notice, and subject to receipt of such documents, the Company shall mail payment for the redemption price to the Holder and, if applicable, insert -- a new certificate representing any Warrants the Company does not redeem. Notwithstanding the foregoing, within the 30 days following such notice, the Holder may exercise any or all of his Warrants as provided in Paragraph 2 above. In the event a Holder does not timely exercise any Warrants and fails for any reason to surrender a certificate evidencing a Warrant to the Company within 30 days after the Company has given such notice of redemption, the Warrants shall be automatically canceled as to the Warrants being redeemed, shall not be exercisable as to such Warrants, and shall represent solely the right to receive the redemption price as to the Warrants being redeemed. The Securities of this series Warrant are also subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with under the year _____ terms and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) conditions set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election Section 4.2 of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning Subscription Agreement entered into with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofissuance of these Warrants.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) (i) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject to redemption upon (x) the Close of Business on the Stock Acquisition Date or (y) the Close of Business on the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date (such redemption price being hereinafter referred to as the "Redemption Price"). (ii) In addition, the Board of Directors of the Company may redeem all but not less than all of the then outstanding Rights at the Redemption Price equal following the occurrence of a Stock Acquisition Date but prior to 100any Section 13 Event either (x) in connection with any event specified in clauses (x),(y) or (z) of Section 13(a) in which all holders of shares of Common Stock and Units are treated alike and not involving (other than as a holder of shares of Common Stock or Units being treated like all other such holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other Person in which such Acquiring Person, Affiliate or such Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate, or (y) following the occurrence of a Stock Acquisition Date if and for as long as neither the Acquiring Person nor any Affiliate or Associate thereof is thereafter the Beneficial Owner of Voting Securities representing 10% or more of the principal amountVoting Power, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election time of the Company, at the following Redemption Prices redemption there is no other person who is an Acquiring Person. (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in b) In the case of a redemption permitted under Section 23(a), immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Within 10 days after the action of the Board of Directors of the Company ordering any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest Rights, the Company shall give notice of such redemption to the Redemption Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, but interest installments whose Stated Maturity on the registry books of the Transfer Agent for the Common Stock. Any notice which is on mailed in the manner herein provided shall be deemed given, whether or prior to not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Date Price will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in made. In the case of any such a redemption (whether through operation permitted under Section 23(a), the Company may, at its option, discharge all of the sinking fund or otherwise) its obligations with accrued interest respect to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to Rights by (i) issuing a press release announcing the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event manner of redemption of this Security in part only, a new Security or Securities of this series the Rights (with prompt notice thereof to the Rights Agent) and of like tenor for the unredeemed portion hereof will be issued in the name (ii) mailing payment of the Holder hereof upon Redemption Price to the cancellation hereof.] [If applicableregistered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, insert -- This Security is not subject to redemption prior to maturitythe Distribution Date, on the registry books of the Transfer Agent of the Common Stock, and upon such action, all outstanding Rights Certificates shall be null and void without any further action by the Company.]

Redemption. [If applicableThe Board Directors may, insert -- The Securities at its option, at any time ---------- prior to the earlier of this series are subject (i) the Distribution Date, or (ii) the Final Expiration Date, and as provided herein, elect to redemption upon redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableas such amount may be appropriately adjusted to reflect any combination or subdivision of the outstanding Common Stock, insert -- any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (1) on _________ in any year commencing such redemption price being hereinafter referred to as the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, evidence of which shall have been filed with the year _____ Rights Agent, without any further action and ending with without any further notice, the year _____ through operation only right of the sinking fund for this series at a holders of Rights shall be to receive the Redemption Price equal and such holders shall have no right to 100% exercise the Rights. Promptly after the action of the principal amountBoard of Directors ordering the redemption of the Rights, and (2)] the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at any time [if applicabletheir last addresses as they appear upon the registry books of the Rights Agent, insert -- or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after ________, _____], as the first occurrence of a whole or in part, at Section 11(a)(ii) Event until the election expiration of the Company's right of redemption hereunder. The Company may, at its option, pay the following Redemption Prices Price in cash, shares of Common Stock (expressed based on the Current Market Price, as percentages defined in Section 11(d)(i) hereof, of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record Common Stock at the close time of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities redemption) or any other form of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (A) the close of business on the relevant Record Dates referred to on tenth Business Day following any Shares Acquisition Date or (B) the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Prices for redemption through operation Price"); provided, however, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the sinking fund right of redemption hereunder (expressed other than a Springing Right of Redemption, as percentages defined below) but prior to any Triggering Event, each of the principal amountfollowing shall have occurred and remain in effect: (x) set forth a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or series of transactions, that did not result in the table belowoccurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the outstanding Common Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and (2z) at any time [if applicable, insert -- on the transfer or after ____________], as other disposition described in clause (x) above was other than pursuant to a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiestransaction, or one series of transactions, that directly or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving indirectly involved the Company or any of its Subsidiaries, then the Registrar written notice right of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is redemption shall be reinstated and thereafter be subject to redemption, insert -- In the event provisions of this Section 23. The reinstated right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued referred to in the name preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the Holder hereof upon "Springing Right of Redemption." Notwithstanding anything contained in this Agreement to the cancellation hereofcontrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) at a time when the Rights are then redeemable hereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.001 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1) on _________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with the year _____ through operation "Redemption Price"). The redemption of the sinking fund for this series at a Redemption Price equal to 100% Rights by the Board of Directors of the principal amountCompany may be made effective at such time, on such basis and (2)] at any time [if applicable, insert -- on or after ________, _____], with such conditions as a whole or in part, at the election Board of Directors of the Company, at in its sole discretion, may establish. Immediately upon the following Redemption Prices (expressed as percentages action of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and if redeemed] during without any further action and without any notice, the 12-month period beginning right to exercise the Rights will terminate and the only right thereafter of the ________ years indicated, Year holders of Rights shall be to receive the Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case Price. The Company shall promptly give public notice of any such redemption [if applicableredemption; provided, insert -- (whether through operation however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the sinking fund or otherwise)] with accrued interest Board of Directors of the Company ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Redemption Distribution Date, but interest installments whose Stated Maturity on the registry books of the transfer agent for the Common Shares. Any notice which is on mailed in the manner herein provided shall be deemed given, whether or prior to not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Date Price will be payable to made. Neither the Holders Company nor any of such Securitiesits Affiliates or Associates may redeem, acquire or one or more Predecessor Securities, of record purchase for value any Rights at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ any time in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (x) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a Redemption Price equal redemption price of $.001 per Right, as such amount may be appropriately adjusted, as determined by the Board of Directors, to 100% reflect any transaction of the principal amountkind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). In considering whether to redeem the Rights, the Board of Directors of the Company may consider the best long-term and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in which offices or other establishments of the Company or any Subsidiary of the Company are located and all other pertinent factors. The redemption of the Rights by the Board of Directors may be effective at such time, on such basis and with such conditions as such Board of Directors in its sole discretion may establish. In addition to the right of redemption reserved in the first sentence of this subsection (a), the Board of Directors may redeem all, but not less than all, of the then outstanding Rights at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at after the occurrence of a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Share Acquisition Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders occurrence of such Securitiesany transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), if either (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or more Predecessor Securitiesseries of transactions, not directly or indirectly involving the Company or any of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided its Subsidiaries and which did not result in the Indenture.] [If applicable, insert -- The Securities occurrence of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation transaction of the sinking fund for this series at the Redemption Prices for redemption through operation kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), as shall result in such Person thereafter being a Beneficial Owner of 10% or less of the sinking fund (expressed as percentages outstanding shares of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election Common Stock of the Company, at the Redemption Prices for redemption otherwise than through operation and after such transfer or other disposition there are no other Acquiring Persons, or (ii) in connection with any transaction of the sinking fund (expressed as percentages kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ Common Stock of the years indicatedCompany are treated the same and which shall not involve an Acquiring Person, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation an Affiliate or Associate of the Year Through Operation an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amountor in association with such Acquiring Person, together in the case of Affiliate or Associate. Notwithstanding any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities other provision of this series. Securities Agreement, the Rights shall not be exercisable after the first occurrence of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- an event specified in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, Section 11(a)(ii) until such time as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the 's right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofhereunder has expired.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) (i) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to 5:00 p.m., Massachusetts time, on the earlier of this series are subject to redemption upon (A) the tenth day following the Shares Acquisition Date (or such later date as may be determined by a majority of Continuing Directors then in office), or (B) the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with all the year _____ and ending with the year _____ through operation of the sinking fund for this series then outstanding Rights at a Redemption Price equal to 100% redemption price of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together $.005 per Right in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ GGD Stock Rights and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together $.01 per Right in the case of the GTR Stock Rights and GMO Stock Rights, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption (whether through operation price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the sinking fund or otherwiseright of redemption hereunder (other than a Springing Right of Redemption, as defined below) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to any Triggering Event, each of the Holders following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of such securitiesa number of Common Shares in a transaction, or one or more Predecessor Securitiesseries of transactions, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided which did not result in the Indenture.] [If applicableoccurrence of a Triggering Event, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ such that such Person is thereafter a Beneficial Owner of [if applicable, insert -- not 10 percent or less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Companyoutstanding Common Shares, upon not less (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons, and (z) the transfer or other disposition described in clause (x) above was other than 30 pursuant to a transaction, or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicableseries of transactions, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving which directly or indirectly involved the Company or any of its Subsidiaries, then the Registrar written notice right of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is redemption shall be reinstated and thereafter be subject to redemption, insert -- In the event provisions of this Section 23. The reinstated right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued referred to in the name preceding sentence and the reinstated right of redemption referred to in Section 30 hereof is herein called the Holder hereof upon "Springing Right of Redemption." Notwithstanding anything contained in this Agreement to the cancellation hereofcontrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) or 11(a)(iii) at a time when the Rights are then redeemable hereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableUnless previously prepaid or repaid pursuant to Clause 5.2 or 5.3 of the Facility Agreement, insert -- The Securities of this series are the Borrower will be required to repay the Loan one Business day prior to its Repayment Date (as defined in the Loan Agreement) and, subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____]such repayment, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowLoan Agreement, and all the Notes then remaining outstanding will be redeemed or repaid by the Issuer in the relevant Specified Currency on the Maturity Date specified hereon at their Final Redemption Amount (2) at any time [if applicablewhich, insert -- on or after ____________]unless otherwise specified hereon, as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages is 100 per cent. of the principal amountamount thereof). If the Loan should become repayable (and be repaid) set forth pursuant to the Loan Agreement prior to its Repayment Date, all Notes then remaining outstanding will thereupon become due and redeemable or repayable at their Early Redemption Amount (which, unless otherwise specified hereon is par together with interest accrued to the date of redemption) and the Issuer will endeavour to give not less than eight days’ notice thereof to the Trustee and the Noteholders in accordance with Condition 14. To the extent that the Issuer receives amounts of principal, interest or other amounts (other than amounts in respect of the Reserved Rights) following acceleration of the Loan pursuant to Clause 11 of the Facility Agreement, the Issuer shall pay an amount equal to and in the table below: If redeemed during same currency as such amounts on the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders Business Day following receipt of such securitiesamounts, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all subject as provided in Condition 7. The Issuer, subject to the Indenture.] [If applicableBorrower’s written consent (which consent shall not be unreasonably withheld or delayed), insert -- The sinking fund for this series provides for may compel any beneficial owner of Notes initially sold pursuant to Rule 144A under the redemption U.S. Securities Act of 1933, as amended (the “Securities Act”) to sell its interest in such Notes, or may sell such interest on ________ behalf of such holder, if such holder is a U.S. person that is not a qualified institutional buyer (as defined in each year beginning with Rule 144A under the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund"Securities Act) and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- also a qualified purchaser (as defined in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election Section 2(a)(51) of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____U.S. Investment Company Act of 1940).] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred tenth day following the Stock Acquisition Date, subject to on extension by the face hereof, all Board of Directors as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiesSection 26 hereof, or one or more Predecessor Securities, of record at (ii) the close of business on the relevant Record Date referred Final Expiration Date, cause the Corporation to on the face hereof, redeem all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- but not less than all of the then outstanding Rights at a redemption price of $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal 0.01 per Right, as such amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicableappropriately adjusted to reflect any stock split, insert -- mandatory] sinking fund payments otherwise required stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be made [if applicable, insert -- in exercisable after the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, first occurrence of any Section 11(a) (ii) Event until such time as a whole at any time or in part from time to time, at the sole election Board of Directors' right of redemption hereunder has expired. (b) Immediately upon the action of the CompanyBoard of Directors ordering the redemption of the Rights, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicableand without any further action and without any notice, insert -- The Holder of this Security shall have the right to require exercise the Company Rights will terminate and the only right thereafter of the holders of Rights shall be to pay this Security in full on ____________receive the Redemption Price, __ by giving without any interest thereon. Within ten days after the Company or action of the Registrar written Board of Directors ordering the redemption of the Rights, the Corporation shall give notice of such redemption to the exercise holders of the then outstanding Rights by mailing such right not less than 30 or more than 60 days notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock. Any notice which is mailed in the manner provided herein shall be deemed given, whether or not the holder receives the notice. Each such date.] [If the Security is subject to redemption, insert -- In the event notice of redemption will state the method by which the payment of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof Redemption Price will be issued in made and the name time for such payment. The failure to give notice required by this Section 23(b) or any defect therein shall not affect the legality or validity of the Holder hereof upon action taken by the cancellation hereofCorporation.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon the Distribution Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price equal Price”). Notwithstanding anything contained in this Agreement to 100% the contrary, the Rights shall not be exercisable after the first occurrence of the principal amountevent described in Section 11(a)(ii) until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and (2)] at any time [if applicable, insert -- on or after ________, _____], with such conditions as a whole or in part, at the election Board of Directors of the Company, in its sole discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price at the following Redemption Prices time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (expressed as percentages b) Immediately upon the action of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and if redeemed] during without any further action and without any notice, the 12-month period beginning right to exercise the Rights will terminate and the only right thereafter of the ________ years indicated, Year holders of Rights shall be to receive the Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case Price. The Company shall promptly give public notice of any such redemption [if applicableredemption; provided, insert -- however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (whether through operation 10) days after such action of the sinking fund or otherwise)] with accrued interest Board of Directors of the Company ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Redemption Distribution Date, but interest installments whose Stated Maturity on the registry books of the transfer agent for the Common Shares. Any notice which is on mailed in the manner herein provided shall be deemed given, whether or prior to not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Date Price will be payable to made. Neither the Holders Company nor any of such Securitiesits Affiliates or Associates may redeem, acquire or one or more Predecessor Securities, of record purchase for value any Rights at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ any time in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to subsection (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice by mailof any such redemption; provided, [if applicablehowever, insert -- (1) on _________ that the failure to give or any defect in any year commencing with such notice shall not affect the year _____ and ending with the year _____ through operation validity of such redemption. Without 10 days after such action of the sinking fund Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for this series at a the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Rights may be redeemed by action of the Board of Directors pursuant to Section 23(b) hereof and shall not be redeemed in any other manner. (b) (i) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject to redemption upon such time as any Person becoming an Acquiring Person or the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price equal to 100% in Common Shares (based on the "current per-share market price," as such term is defined in Section 11(d) hereof, of the principal amountCommon Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to the expiration or termination of the Company's right of redemption under this Section 23(b)(i). (ii) In addition, the Board of Directors of the Company may, at its option, at any time after the time a Person becomes an Acquiring Person and the expiration of any period during which the holder of Rights may exercise the rights under Section 11(a)(ii) hereof but prior to any event described in clause (x), (y) or (z) of the first sentence of Section 13 hereof, redeem all but not less than all of the then outstanding Rights at the Redemption Price (x) in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) in which all holders of Common Shares are treated alike and not involving (other than as a holder of Common Shares being treated like all other such holders) an Interested Stockholder or a Transaction Person or (y)(A) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 15% or more of the then outstanding Common Shares, and (2)] B) at the time of redemption no other Persons are Acquiring Persons. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to Section 23(b) hereof, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights pursuant to Section 23(b) hereof, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares, provided, however, that failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (2d) at any time [if applicable, insert -- on or after ____________], as a whole or in partThe Company may, at the election its option, discharge all of its obligations with respect to any redemption of the Company, at Rights by (i) issuing a press release announcing the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event manner of redemption of this Security in part onlythe Rights and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, a new Security or Securities prior to the Distribution Date, on the registry books of this series and of like tenor the transfer agent for the unredeemed portion hereof will Common Shares, and upon such action, all outstanding Right Certificates shall be issued in null and void without any further action by the name of the Holder hereof upon the cancellation hereofCompany. Section 24.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with all the year _____ and ending with the year _____ through operation of the sinking fund for this series then outstanding Rights at a redemption price of One Cent ($0.01) per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price equal to 100% in shares of Common Stock (based on the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, Current Market Price of such Common Stock at the election time of redemption). If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company, at the following Redemption Prices (expressed as percentages ’s right of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowpreceding sentence but prior to any Triggering Event, (i) each Person who was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one or more transactions, not directly or indirectly involving the Company, which did not result in the occurrence of a Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (2ii) at any there are no other Persons who are Acquiring Persons and who became Acquiring Persons prior to the time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Board’s redemption authorization, then the Company, at the Redemption Prices for ’s right of redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during preceding sentence shall be reinstated. Notwithstanding anything contained in this Agreement to the 12-month period beginning ___________ contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation Company’s right of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together redemption set forth in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities first sentence of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Section 23(a) has expired.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]”

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the Close of this series are subject to redemption upon Business on the tenth day following the Stock Acquisition Date, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.005 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1) on _________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with "Redemption Price"), provided, however, that during the year _____ through operation time period relating to when the Rights may be redeemed, the Board of Directors of the sinking fund for this series at a Redemption Price equal Company may extend the time during which the Rights may be redeemed to 100% of the principal amount, and (2)] be at any time [as may be determined by the Board of Directors, and provided, further, that if applicablethe Board of Directors of the Company authorizes redemption of the Rights or an extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, insert -- then there must be Continuing Directors then in office and such authorization or extension shall require the concurrent of a majority of such Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on or after ________, _____], such basis and with such conditions as a whole or in part, at the election Board of Directors of the Company, in its sole discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. On [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election if any shares of the CompanySeries B Preferred Stock shall be outstanding, the Corporation shall, to the extent the Corporation shall have funds legally available for such payment, redeem all outstanding shares of Series B Preferred Stock in cash at a redemption price per share of Series B Preferred Stock equal to (x) one-and-one-half (1.5) multiplied by (y) the Closing Price multiplied by (z) the number of shares of Common Stock into which share of Series B Preferred Stock is then convertible, assuming for such purpose that a Series B Automatic Conversion Event had occurred, together with accrued and unpaid dividends thereon to such dividend payment date, without interest. If the Corporation is unable to or shall fail to discharge its obligation to redeem all outstanding shares of Series B Preferred Stock pursuant to the previous sentence (the “Mandatory Redemption Prices for redemption otherwise than through operation Obligation”), the Corporation shall discharge such obligation in part to the extent of the sinking fund (expressed funds legally available therefor, and the Mandatory Redemption Obligation shall remain in effect until such time as percentages of the principal amount) set forth in Corporation is able to fully discharge such Mandatory Redemption Obligation. If and so long as any Mandatory Redemption Obligation with respect to the table below: If redeemed during Series B Preferred Stock shall not be fully discharged, the 12-month period beginning ___________ of the years indicatedCorporation shall not declare or pay any dividend or make any distributions on, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amountor, together in the case of directly or indirectly, purchase, redeem or satisfy any such redemption (whether through operation of the mandatory redemption, sinking fund or otherwise) other similar obligation in respect of any equity securities of the Corporation. From and after the payment of the redemption price specified in the first sentence of this Section 6 with accrued interest respect to a share of Series B Preferred Stock, all rights of the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders holder of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemptionshare, as a whole at any time or holder of Series B Preferred Stock, shall cease and terminate with respect to all such share; provided, that, in part from time to time, at the sole election event that all of the Companyshares of Series B Preferred Stock are not redeemed due to a default in payment by the Corporation or because the Corporation does not have sufficient legally available funds, upon such shares of Series B Preferred Stock not less than 30 or more than 60 days notice by mail redeemed shall remain outstanding and shall be entitled to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice all of the exercise of such right not less than 30 or more than 60 days prior to such daterights and preferences provided herein.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in partCompany may, at the election option of the Board of Directors, after eighteen (18) months following the issuance of any shares of Series A Convertible Preferred Stock to redeem all or any part of the outstanding Series A Convertible Preferred Stock at the redemption price equal to $10.00 per share of the Series A Convertible Preferred Stock to be redeemed, plus accrued unpaid dividends, if any, provided that notice of redemption is sent by certified mail to the holders of record of the Series A Convertible Preferred Stock to be redeemed at least sixty (60) days prior to the date of redemption specified in such notice, addressed to each such holder at his address as it appears in the records of the Company. In case of the redemption of a part only of the Series A Convertible Preferred Stock, the shares of such series to be redeemed shall be selected pro rata or by lot or in such other manner as the Board of Directors may determine. The Board of Directors shall have full power and authority to prescribed the manner in which and subject to the provisions and limitations herein contained, the terms and conditions upon which such stock shall be redeemed from time to time. On or after the redemption date each holder of shares of Series A Convertible Preferred Stock to be redeemed shall present and surrender his certificate or certificates for such shares to the Company and thereupon the redemption price of such shares shall be paid to or on the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In case less than all of the shares represented by any such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. All rights arising under this Designation of Powers, Preferences, Rights and Limitations, other than the right to receive the redemption price, shall terminate upon the payment of good funds on or before the redemption date to the holder of the applicable shares. The Company may also deposit the aggregate redemption price payable with respect to the shares of Series A Convertible Preferred Stock to be redeemed (or the portion thereof not already paid in the redemption of such shares) (the “Redemption Deposit”) with the Company’s transfer agent or any bank or trust company in the United States named in the notice of redemption. Such deposits are to be payable in amounts as aforesaid to the respective orders of the holders of record of the shares of Series A Convertible Preferred Stock upon surrender of the certificates evidencing such shares as described above. From and after the making of the Redemption Deposit, all rights of the holders of the applicable shares arising under this Designation of Powers, Preferences, Rights and Limitations shall terminate, other than the right to receive from such transfer agent, bank or trust company, without interest, the moneys so deposited with it, and such shares shall not thereafter be transferred (except with the consent of the Company) on the books of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will shares shall not be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required deemed to be made [if applicable, insert -- in the inverse order in which they become due]outstanding for any purpose whatsoever.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableUnless prohibited by law, insert -- The Securities of this series the Class Seed Preferred shares shall be redeemed by the Company at a price equal to the Class Seed Preferred Share Original Issue Price per share, plus all dividends that have accrued but have not yet been declared and any dividends declared but are subject to redemption upon not less than 30 days notice by mailunpaid (the "Redemption Price"), [if applicable, insert -- in three equal annual installments (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation unpaid dividends paid as part of the sinking fund for this series third installment) commencing not more than 60 days after receipt by the Company at a Redemption Price equal to 100any time on or after the fifth anniversary of the Class A Preferred Share Original Issue Date (as defined in Section 27.3) from the holders of at least 50% of the principal amountthen outstanding Class Seed Preferred shares, and (2)] provided that the holders of at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______least 50% of the principal amountthen outstanding Class A Preferred shares have elected, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such time, to exercise their redemption rights under Section 27.3 (17), of written notice requesting redemption of all Class Seed Preferred shares (the "Redemption Date will be payable Request"). Upon receipt of a Redemption Request, the Company shall apply all of its assets to the Holders redemption of the Class A Preferred shares and any such Securitiesredemption, or one or more Predecessor Securitiesand to no other corporate purpose, except to the extent prohibited by law governing distributions to shareholders. The date of record at the close of business on the relevant Record Dates each such installment is referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the "Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Date." On each Redemption Date, but interest installments whose Stated Maturity is subject to the prior redemption rights of the holders of Class A Preferred shares, the Company shall redeem, on or prior to a pro rata basis in accordance with the number of Class Seed Preferred shares owned by each holder, that number of outstanding Class Seed Preferred shares determined by dividing (a) the total number of Class Seed Preferred shares outstanding immediately before such Redemption Date will be payable by (b) the number of remaining Redemption Dates (including the Redemption Date to the Holders of which such securities, or one or more Predecessor Securities, of record at the close of business calculation applies). If on the relevant Record any Redemption Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required is prevented by law from redeeming all Class Seed Preferred shares to be made [if applicableredeemed, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________shall rateably redeem the maximum number of shares that it may redeem consistent with law, __ by giving and shall redeem the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such dateremaining shares as soon as it may lawfully do so under law.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption upon being referred to herein as the "Redemption Date") all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $0.05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price equal to 100% Price"); provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the principal amountright of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (2)] at any time [if applicableii) there are not other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company, at the following Redemption Prices (expressed as percentages 's right of redemption hereunder has expired. The redemption of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole effective at any time or in part from time to such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the sole election time of redemption) or any other form of consideration deemed appropriate by the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____Board.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Company may, insert -- The Securities at its option and with the approval of this series are subject the Board of Directors, at any time prior to redemption upon the Close of Business on the earlier of (i) the tenth day following the Shares Acquisition Date or such later date as may be determined by action of a majority of the Board of Directors and publicly announced by the Company or (ii) the Final Expiration Date, redeem all but not less than 30 days notice all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such redemption price being herein referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the current per share market price thereof (as determined pursuant to Section 11(d) of this Agreement) at the time of redemption) or cash. Such redemption by mailthe Company may be made effective at such time, [if applicableon such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights, insert -- (1) on _________ in any year commencing evidence of which shall have been filed with the year _____ Rights Agent, and ending with without any further action and without any notice, the year _____ through operation right to exercise the Rights will terminate and the only right thereafter of the sinking fund holders of Rights shall be to receive the Redemption Price. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for this series at a the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 of this Agreement, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture. Section 24.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) Except as provided in paragraph (b) below, insert -- The Securities the Trust shall within five (5) business days of this series are subject receipt of written notice from Executive given at any time after the occurrence of a Change in Control but prior to redemption upon not less than 30 days notice the latest stated expiration date of any option held by mail, [if applicable, insert -- (1) Executive on _________ in any year commencing with the year _____ and ending with the year _____ through operation date of the sinking fund for this series Change in Control, redeem any Voting Securities held by Executive (whether acquired by exercise of any such option or grant or otherwise), at a Redemption Price price equal to 100% the average closing price of Voting Securities as quoted on the New York Stock Exchange, or if such Voting Securities are not listed thereon, then the average of the principal amountclosing "bid" and "ask" prices per share in the over-the-counter securities market for the fifteen (15) trading days prior to the date of such notice; (b) If, during the fifteen (15) day trading period, Voting Securities are not listed, quoted or reported on any publicly traded securities market for at least two-thirds (2/3) of the days included in such period, then the redemption price shall be determined as follows: (i) Executive shall designate in a written notice to the Trust an appraiser to appraise the value of the Voting Securities to be redeemed; (ii) within ten (10) business days of receipt of such notice the Trust shall designate an appraiser to appraise the value of the Voting Securities to be redeemed, (iii) such designated appraisers shall together designate, within ten (10) business days of the date the appraiser is designated by the Trust, a third appraiser to appraise the value of such Voting Securities, (iv) each appraiser shall value such Voting Securities within twenty (20) business days of the designation of the third appraiser using generally accepted appraisal methods for valuing such securities based upon the value of all of the Trust's assets less all of its liabilities without giving effect for any costs of liquidation or distress sale, if otherwise applicable, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at v) the election average of the Company, three (3) values determined by the three (3) appraisers shall constitute the price at which the following Redemption Prices Trust must redeem the Voting Securities covered by Executive's written notice within five (expressed as percentages 5) business days of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities completion of this series are subject appraisal process. All costs and expenses associated with any appraisal prepared pursuant to redemption upon not less than 30 days notice by mail, this paragraph (1b) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will shall be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed borne entirely by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Trust.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at a Redemption Price equal to 100% of the principal amountits option, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred to on -34- earlier of the face hereofthirtieth day following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (1) on ________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with "Redemption Price"); PROVIDED, HOWEVER, if the year _____ through operation Board of Directors of the sinking fund for this series at the Redemption Prices for Company authorizes redemption through operation of the sinking fund (expressed as percentages Rights in either of the principal amount) circumstances set forth in the table clauses (i) and (ii) below, then there must be Disinterested Directors then in office and such authorization shall require the concurrence of two-thirds of such Disinterested Directors: (2i) at any time [if applicable, insert -- such authorization occurs on or after ____________], as the time a whole Person becomes an Acquiring Person; or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in part, a majority of the directors in office at the election commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Company, at the Redemption Prices for redemption otherwise than through operation Board of Directors of the sinking fund Company has determined in good faith) that such Person (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of or any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiesPerson's Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of an event described in Section 11(a)(ii) or Section 13(a) hereof unless, concurrent with such solicitation, such Person (or one or more Predecessor Securitiesof such Person's Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding Common Stock not beneficially owned by such Person (or by such Person's Affiliates or Associates); PROVIDED FURTHER, however, that if, following the occurrence of record at a Stock Acquisition Date and following the close expiration of business on the relevant Record Date referred right of redemption hereunder but prior to on the face any event described in Section 11(a)(ii) or Section 13(a) hereof, all as provided (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or a series of transactions not directly or indirectly involving the Company or any of its subsidiaries, which did not result in the Indenture.] [If applicableoccurrence of an event described in Section 11(a)(ii) or Section 13(a) hereof such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, insert -- The sinking fund for this series provides for and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption on ________ in each year beginning with shall be reinstated and thereafter be subject to the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities provisions of this seriesSection 23. Securities of Notwithstanding anything contained in this series acquired or redeemed by Agreement to the Company otherwise than through [mandatory] sinking fund payments may contrary, the Rights shall not be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required exercisable following an adjustment made pursuant to be made [if applicable, insert -- in Section 11(a)(ii) prior to the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election expiration of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the 's right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofhereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Participant represents, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailwarrants and agrees that, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation as of the sinking fund close of a Business Day on which it has placed any Redemption Order for this series at a Redemption Price equal to 100% the purpose of the principal amountredeeming any Creation Unit of Trust Shares, and (2)] at it or any time [if applicable, insert -- on or after ________, _____]third party for which it acts, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case may be, will own (within the meaning of any such redemption [if applicableRule 200 of Regulation SHO), insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest has arranged to borrow, for delivery to the Redemption Date, but interest installments whose Stated Maturity is Trust on or prior to such the settlement date of the Redemption Date will Order, the requisite number of Trust Shares to be payable to redeemed as a Creation Unit. In either case, the Holders of such SecuritiesParticipant acknowledges that: (i) it has, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________]any third party for which it acts has, as a whole or in part, at full legal authority and legal right to tender for redemption the election requisite number of Trust Shares and to receive the entire proceeds of the Company, at the Redemption Prices redemption; and (ii) if such Trust Shares submitted for redemption otherwise than through operation have been loaned or pledged to another party or are the subject of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicateda repurchase agreement, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of securities lending agreement or any such redemption (whether through operation of the sinking fund other arrangement affecting legal or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders beneficial ownership of such securitiesTrust Shares being tendered, or one or more Predecessor Securitiesthere are no restrictions precluding the tender and delivery of such Trust Shares (including borrowed shares, if any) for redemption, free and clear of record at the close of business liens, on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this seriessettlement date. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event that the Distributor, transfer agent and/or the Trustee have reason to believe that the Participant does not own or have available for delivery the requisite number of redemption of this Security Trust Shares to be redeemed as a Creation Unit to deliver by the settlement date, the Distributor, transfer agent and/or the Trustee may require the Participant to deliver and/or execute supporting documentation evidencing ownership or its right to deliver sufficient Trust Shares in part only, a new Security or Securities of this series and of like tenor order for the unredeemed portion hereof will Redemption Order to be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicableproper form and, insert -- This Security if such documentation is not subject satisfactory to redemption prior the Distributor, transfer agent and/or the Trustee, in their reasonable discretion, the Distributor may reject without liability the Redemption Order. Failure to maturitydeliver and/or execute the requested supporting documentation may result in a Participant’s Redemption Order being rejected as not in proper form.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at a Redemption Price equal to 100% of the principal amountits option, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred tenth (10th) day following the Stock Acquisition Date, which ten-day period may be extended by the Board of Directors for successive periods of ten days, not to on exceed an aggregate of thirty (30) days following the face hereofStock Acquisition Date, or (ii) the Final Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights and Second Rights at a redemption price of $0.001 per Right and per Second Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the date hereof, such redemption price being hereinafter referred to as the "Redemption Price;" provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (1i) on ________ a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not direct or indirectly involving the Company or any year commencing with of its Subsidiaries, which did not result in the year _____ and ending with the year _____ through operation occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the sinking fund for this series at the Redemption Prices for redemption through operation outstanding shares of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowCommon Stock, and (2ii) at any there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement or the contrary, the Rights and the Second Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time [if applicableas the Company's right of redemption hereunder has expired. The Company, insert -- on or after ____________], as a whole or in partmay, at its option, pay the election Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Company, Common Stock at the Redemption Prices for redemption otherwise than through operation time of the sinking fund (expressed as percentages redemption) or any other form of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at its option, by a Redemption Price equal to 100% vote which includes the concurrence, by affirmative vote, of a majority of the principal amountDisinterested Directors, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred to on twentieth day following the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailShare Acquisition Date, (1) on ________ in any year commencing with or, if the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Share Acquisition Date shall have occurred prior to the Redemption Effective Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on twentieth day following the face hereofEffective Date), or (ii) the Final Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- but not less than all the then outstanding Rights at a redemption price of $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal .05 per Right, as such amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicableappropriately adjusted to reflect any stock split, insert -- mandatory] sinking fund payments otherwise required stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to be made [if applicableas the "Redemption Price"); provided, insert -- in however, that if, -------- following the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as occurrence of a whole at any time or in part from time to time, at Share Acquisition Date and following the sole election expiration of the Companyright of redemption hereunder but prior to a Triggering Event, upon not less than 30 or more than 60 days notice by mail to the Trustee at (i) a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security Person who is an Acquiring Person shall have the right to require the Company to pay this Security transferred or otherwise disposed of a number of shares of Common Shares in full on ____________one transaction or series of transactions, __ by giving not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the Registrar written notice occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the exercise outstanding shares of such Common Shares, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right not less than 30 or more than 60 days prior to such date.] [If the Security is of redemption shall be reinstated and thereafter be subject to redemptionthe provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, insert -- In the Rights shall not be exercisable, and a Triggering Event shall not be deemed to have occurred, after the first occurrence of an event described in Section 11(a)(ii) hereof until such time as the Company's right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereofhereunder has expired.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1) on _________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with the year _____ through operation "Redemption Price"). The redemption of the sinking fund for this series Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. If redemption of the Rights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price equal to 100% in cash, Common Shares (based on the current per share market price of the principal amountCommon Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (2or, if later, the effectiveness of the redemption of the Rights)] , the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, discharge all of its obligations with respect to the payment of the Redemption Price by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing funds necessary for such redemption, in trust, with a bank or trust company having a capital and surplus of at least $100,000,000, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price to the registered holders of the Rights. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture. Section 24.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company, insert -- The Securities upon thirty (30) days' prior written notice ---------- to the Holder, may elect to redeem all or part of this series are subject Warrant at a price equal to redemption $0.01 per Warrant Share issuable upon not less than 30 days notice by mailthe exercise hereof, [if applicableif, insert -- but only if: (1i) the Market Price shall have exceeded $6.50 per share (adjusted as set forth in paragraph (f)(iii) hereof) on _________ in any year commencing with the year _____ and ending with the year _____ through operation each of the sinking fund for this series at a Redemption Price equal ten (10) trading days ending not more than one business day prior to 100% the date on which the notice of redemption shall be mailed to the Holder, (ii) the registration statement required to be filed under Section 2 of the principal amountRegistration Rights Agreement, dated as of the date hereof, by and among the Company and the other parties signatory thereto, shall be effective and permit the sale of all Warrant Shares, and (2)] iii) the Common Stock shall be listed and trading on The Nasdaq National Market or a national securities exchange. Any such redemption shall be effective on the thirtieth day following the date of such notice; provided, however, that the Holder may elect -------- ------- at any time [prior to the effective date of redemption to exercise all or any portion of this Warrant in accordance with the terms hereof; and provided -------- further, that the Company's right to redeem this Warrant shall be suspended if applicable, insert -- ------- the Warrant Shares may not be sold pursuant to an effective registration statement for any reason whatsoever or the Common Stock shall not be listed and trading on The Nasdaq National Market or after ________, _____]a national securities exchange. The notice period shall then be extended for a period of time equal to the number of days during the notice period during which the registration statement shall not have permitted the sale of such Warrant Shares or the Common Stock shall not have been so listed and trading, as a whole or the case may be. The redemption price shall be payable in partfull, at in cash, on the election effective date of any redemption pursuant to this paragraph (j). A redemption notice delivered by the Company pursuant to this paragraph (j) shall be irrevocable. Notwithstanding the foregoing, the Company, at 's right to redeem all or part of this Warrant may not be exercised if on the following Redemption Prices (expressed as percentages of date on which the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders Company gives notice of such Securities, or one or more Predecessor Securities, of record at exercise the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not Market Price shall be less than 30 days notice by mail, $6.50 per share (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed adjusted as percentages of the principal amount) set forth in the table below, and paragraph (2f)(iii) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture).] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableTo facilitate orderly delivery of Chinese Renminbi to the Authorized Participant’s Account on T+2, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing the Authorized Participant shall place with the year _____ and ending with Trustee on T+1 redemption Shares or collateral in the year _____ through operation form of the sinking fund for this series U.S. Dollars having a value at a Redemption Price least equal to 100105% of the principal amountNAV per Share of the redemption Shares to be delivered, which collateral shall be marked to market daily by the Trustee and the Authorized Participant until the delivery of the redemption Shares or the exercise of a buy-in by the Trust, as further described below. The Trustee shall return such collateral upon delivery of all redemption Shares. The parties hereto further agree that the Trust, acting in good faith, may apply the collateral to purchase the undelivered Shares at any time after T+2 and the Authorized Participant agrees to accept liability for any shortfall between the cost to the Trust of purchasing such Shares and the value of the collateral and for any expense incurred by the Sponsor or Trustee (including attorneys’ fees an disbursements) in the event the Authorized Participant fails to deliver Shares or any such shortfall upon the Sponsor’s demand. Neither the Sponsor nor the Trustee shall have any liability to the Authorized Participant for any application of the collateral or other action taken as provided in this paragraph. The Authorized Participant further represents and warrants that it will not obtain an Order Number (as described in the Procedures) from the Trustee for the purpose of redeeming a Basket unless it first ascertains that (i) it or its customer, as the case may be, owns outright or has full legal authority and legal and beneficial right to tender for redemption the Baskets to be redeemed and to receive the entire proceeds of the redemption, and (2)] at any time [if applicableii) such Baskets have not been loaned or pledged to another party, insert -- on borrowed or after ________, _____], as a whole or in part, at temporarily obtained from another party and are not the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case subject of any such redemption [if applicablerepurchase agreement, insert -- (whether through operation of reverse repurchase agreement or securities lending agreement, or any other arrangement which would preclude the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders delivery of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail Baskets to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have on the right to require second Business Day following the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice date of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]Redemption Order..

Redemption. [If applicable(a) (i) The Board may, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mailat its option, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (A) the close of business on the relevant Record Dates referred to on tenth Business Day following any Shares Acquisition Date or (B) the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (1) on ________ in any year commencing with such redemption price being hereinafter referred to as the year _____ "Redemption Price"); provided, however, that if, following the occurrence of a Shares Acquisition Date and ending with following the year _____ through operation expiration of the sinking fund for this series at the Redemption Prices for right of redemption through operation hereunder (other than a Springing Right of Redemption, as defined below) but prior to any Triggering Event, each of the sinking fund following shall have occurred and remain in effect: (expressed as percentages x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the principal amountoutstanding Common Shares; (y) set forth there are no other Persons, immediately following the occurrence of the event described in the table belowclause (x) above, who are Acquiring Persons; and (2z) at any time [if applicable, insert -- on the transfer or after ____________], as other disposition described in clause (x) above was other than pursuant to a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitiestransaction, or one series of transactions, that directly or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving indirectly involved the Company or any of its Subsidiaries, then the Registrar written notice right of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is redemption shall be reinstated and thereafter be subject to redemption, insert -- In the event provisions of this Section 23. The reinstated right of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued referred to in the name preceding sentence and the reinstated right of redemption referred to in Sections 27 and 31 hereof is herein called the Holder hereof upon "Springing Right of Redemption." Notwithstanding anything contained in this Agreement to the cancellation hereofcontrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) at a time when the Rights are then redeemable hereunder.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board, insert -- The Securities by the affirmative vote of this series are subject the Board of Trustees, may, at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $0.001 per Right, [appropriately adjusted to reflect any share split, share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board of Trustees of the sinking fund for this series at a Redemption Price equal to 100% Trust -------- ------- authorizes redemption of the principal amountRights after the time a Person becomes an Acquiring Person, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or then there must be then in part, at the election office members of the CompanyBoard of Trustees who are not Future Trustees and such authorization shall require the approval of at least a majority of such members who are not Future Trustees. The preceding sentence notwithstanding, at prior to the following Redemption Prices (expressed as percentages expiration of the principal amount): if period during which the Rights may be redeemed [if applicable insert -- on as specified therein (or before ________, ___%, and if redeemed] during such longer period as the 12-month period beginning Board of Trustees of the ________ years indicatedTrust may select pursuant to this sentence), Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% the Board of Trustees of the principal amountTrust may extend, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securitiestimes, of record at the period during which the Rights may be redeemed beyond the close of business on the relevant Record Dates referred to tenth day following the Shares Acquisition Date; provided, however, that there must be then in -------- ------- office members of the Board of Trustees who are not Future Trustees and any such extension shall require the approval of at least a majority of such members who are not Future Trustees. The Trust may, at its option, pay the Redemption Price in cash, Common Shares (based on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation current per share market price of the sinking fund for this series Common Shares at the Redemption Prices for time of redemption) or any other form of consideration deemed appropriate by the Board of Trustees. The redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed Rights by the Company otherwise than through [mandatory] sinking fund payments Board of Trustees may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- effective at such time on such basis and with such conditions as the Board of Trustees in the inverse order in which they become due]its sole discretion may establish.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series at a Redemption Price equal to 100% of the principal amountCompany may, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred tenth day following the Stock Acquisition Date, subject to on extension by the face hereof, all Board as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, Section 23 (1b) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securitieshereof, or one or more Predecessor Securities, of record at (ii) the close of business on the relevant Record Date referred to on the face hereofFinal Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- but not less than all the then outstanding Rights at a redemption price of $_____________ .01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "mandatory sinking fundRedemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption) and not more than] $___________ aggregate principal amount or any other form of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicableBoard of Directors. (b) The Board may, insert -- mandatory] sinking fund payments otherwise required to be made [if applicableat its option and as provided herein, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part prior to the close of business on the Final Expiration Date and prior to such time as the Rights are no longer redeemable by the Board, from time to time, at time supplement or amend the sole election Rights Agreement without the approval of the Company, holders of any Rights or the Rights Agent to extend or shorten the time during which the Rights may be redeemed. (c) Immediately upon not less than 30 or more than 60 days notice by mail the action of the Board of Directors ordering the redemption of the Rights pursuant to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder paragraph (a) of this Security shall have Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to require exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written shall mail a notice of redemption to all the exercise holders of such right not less than 30 or more than 60 days the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such date.] [If the Security is subject to redemption, insert -- In the event notice of redemption shall state the method by which the payment of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof Redemption Price will be issued in the name of the Holder hereof upon the cancellation hereofmade.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Directors of the sinking fund for this series Company may, at a Redemption Price equal to 100% of the principal amountits option, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest prior to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders earlier of such Securities, or one or more Predecessor Securities, of record at (i) the close of business on the relevant Record Dates referred to on tenth day following the face hereofStock Acquisition Date, or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company or (ii) the Final Expiration Date, redeem all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (1i) on ________ a person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company, or any year commencing with of its Subsidiaries, which did not result in the year _____ and ending with the year _____ through operation occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the sinking fund for this series at the Redemption Prices for redemption through operation outstanding shares of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowCommon Stock, and (2ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption herein shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not occur and the Rights shall not be exercisable until such time as the Company's right of redemption hereunder has expired. The Company may, at any time [if applicableits option, insert -- pay the Redemption Price in cash, shares of Common Stock (based on or after ____________]the "current market price", as a whole or defined in partSection 11(d)(i) hereof, of the Common Stock at the election time of the Company, at the Redemption Prices for redemption otherwise than through operation redemption) or any other form of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- (a) The Securities Rights may be redeemed by action of the Board of Directors pursuant to subsection (b) of this series are subject Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.02 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1such redemption price being hereinafter referred to as the "Redemption Price"). (c) on _________ in any year commencing with Immediately upon the year _____ and ending with the year _____ through operation action of the sinking fund Board of Directors of the Company ordering the redemption of the Rights pursuant to subsection (b) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights pursuant to subsection (b), the Company shall give notice of redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for this series at a the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture. Section 24.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ Authorized Participant represents and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____]warrants that, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business day on which it has placed a Redemption Order (as described in the Procedures) with the Sponsor for the purpose of redeeming any Creation Units of any Fund, it, or any party for which it is acting (whether a customer or otherwise, a "Participant Client"), as the case may be, (i) will own (within the meaning of Rule 200 of Regulation SHO) the requisite number of Shares of the relevant Record Dates referred Fund or (ii) will have reasonable grounds to on believe that the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities requisite number of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation Shares of the sinking fund for this series at relevant Fund can be borrowed (as contemplated by Rule 203(b)(1) of Regulation SHO) such that, in either case, the Redemption Prices for redemption through operation Authorized Participant can make good delivery of the sinking fund Shares to the Trust two days following the redemption order date (expressed as percentages of "Redemption Settlement Date"). In either case, the principal amountAuthorized Participant acknowledges that: (i) set forth in the table belowit or, and (2) at any time [if applicable, insert -- its Participant Client, has or will have full legal authority and legal right to tender for redemption the requisite number of Shares of the relevant Fund to be redeemed as a Creation Unit on the Redemption Settlement Date; (ii) it or, if applicable, its Participant Client, has full and legal authority and legal right to receive the entire proceeds of the redemption order on the Redemption Settlement Date; and (iii) if such Shares submitted for redemption have been loaned or after ____________]pledged to another party or are the subject of a repurchase agreement, securities lending agreement or any other arrangement affecting legal or beneficial ownership of such Shares being submitted for redemption, there are no restrictions precluding the delivery of such Shares (including borrowed Shares, if any) for redemption, free and clear of liens, on the Redemption Settlement Date. A "Business Day" for purposes of the creation and redemption process is defined as any day other than: (i) a Saturday or a Sunday on which the Exchange is scheduled to be open for business, and, in respect of any action to be taken by Delaware Trust Company, as trustee (the "Trustee"), on which the Trustee is scheduled to be open for business; or (ii) a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth day on which banking institutions in the table below: If redeemed during United Kingdom are authorized or permitted by law to close or a day on which the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at London gold market is closed; or (iii) a Redemption Price equal to ___% of the principal amount, together day on which banking institutions in the case of any such redemption (whether through operation of United Kingdom are authorized or permitted to be open for less than a full day or the sinking fund London gold market is open for trading for less than a full day and transaction procedures required to be executed or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at completed before the close of business the day may not be so executed or completed. To the extent that the Authorized Participant posts collateral on the relevant Record Redemption Settlement Date referred in connection with a portion of the Shares that were unable to be delivered on the face hereofRedemption Settlement Date, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for Trust agrees that it will not use any such collateral to purchase the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by Shares without giving the Company or Authorized Participant reasonable advance notice and an opportunity to deliver the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such datemissing Shares.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject to redemption upon (i) the Stock Acquisition Date and (ii) the Expiration Date, redeem all but not less than 30 days all of the then-outstanding Rights at a redemption price of $.01 per Right (the "Redemption Price") appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement. The Company may, at its option, pay the Redemption Price in cash, shares (including fractional shares) of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. 35 (b) At the time and date of effectiveness set forth in any resolution of the Board of Directors ordering the redemption of the Rights (the "Redemption Date"), without any further action and without any further notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price; provided, however, that such resolution of the Board of Directors may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors. As soon as practicable after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the issuance of Rights Certificates, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. In any case, failure to give such notice by mail, [if applicableor any defect in the notice, insert -- (1) on _________ in to any year commencing with particular holder of Rights shall not affect the year _____ and ending with the year _____ through operation sufficiency of the sinking fund for notice to other holders of Rights. In the case of a redemption permitted under this series Section 23, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price equal to 100% the registered holders of the principal amountRights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the issuance of the Rights Certificates, on the registry books of the transfer agent for the Common Stock, and (2)] upon such action, all outstanding Rights Certificates shall be null and void without any further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed manner other than as percentages of the principal amount) specifically set forth in the table belowthis Section 23, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of shares of Common Stock prior to the earlier of the Company, at Distribution Date and the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Expiration Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company may, insert -- The Securities at its option and with the approval of this series are subject the Board of Directors, at any time prior to redemption upon the Close of Business on the earlier of (i) the tenth day following the Shares Acquisition Date (or such later date as may be determined by action of a majority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than 30 days notice all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by mailthe Company may be made effective at such time, [on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, if applicablethe Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, insert -- (1) on _________ in any year commencing then there must be Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the year _____ Rights Agent, and ending with without any further action and without any notice, the year _____ through operation right to exercise the Rights will terminate and the only right thereafter of the sinking fund holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for this series at a the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Common Shares prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableAt any time on or after December 18, insert -- The Securities of this series are subject 2006 or, prior to redemption upon not less than 30 days notice by mailDecember 18, [if applicable2006, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning fifteen days following the Investor’s Receipt of a Deal Notice (or if the ________ years indicatedCompany should fail to send a Deal Notice as required by this Agreement, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Deal Notice should have been sent to the Redemption DateInvestor), but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments Investor may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay redeem all Equity Securities of the Company then owned by the Investor (collectively, the “Redeemable Shares”) for the “Fair Market Value,” as defined below, of such Redeemable Shares as determined by a qualified third party mutually agreeable to the Company and the Investor. The Investor shall exercise the redemption right provided for in this Security in full on ____________, __ Section 5.1 by giving written notice of such election to the Company (the “Redemption Notice”). Following the Company’s receipt of the Redemption Notice, the Company and the Investor shall use their good faith efforts to agree on the selection of a qualified third party to appraise the Fair Market Value of the Redeemable Shares. If the Company and the Investor are unable to agree on the selection of a qualified third party to appraise the Fair Market Value of the Redeemable Shares within fifteen (15) days following the Company’s receipt of the Redemption Notice, each of the Company and the Investor shall promptly select its own valuation advisor of recognized national or regional standing. The two valuation advisors selected by the Company and the Investor shall then agree upon a qualified third party, which shall be a valuation advisor of recognized national or regional standing, to perform the valuation, which shall be binding on the Company and the Investor. Should either the Company or the Registrar written Investor fail to appoint a valuation advisor, then, upon ten (10) business days advance notice to the party failing to comply, the other party may instruct its valuation advisor to complete the valuation and the results of the exercise valuation shall be binding on all parties. The Company shall cooperate with the valuation advisors undertaking the valuation pursuant to this Section 5 and shall provide the valuation advisors access to all necessary information and personnel upon reasonable advance notice during normal business hours. All fees and expenses of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In valuation advisors shall be borne equally by the event of redemption Company on the one hand and the Investor on the other. For the purposes of this Security Section 5, “Fair Market Value” of the Redeemable Shares means (i) the fair market value of all of the outstanding capital stock of the Company on a fully-diluted basis utilizing the appraisal methodologies that would be applied by an investment banking firm of national or regional reputation in part only, a new Security or Securities determining the going concern value of the Company (without regard to restrictions on transfer provided under the terms of this series and of like tenor for Agreement, the unredeemed portion hereof will be issued in Investor’s position as a minority stockholder or other liquidity issues with respect to the name Redeemable Shares or the fact that any of the Holder hereof upon Redeemable Shares have no or limited voting rights), and then using the cancellation hereofmedian of the range of values calculated in accordance with the foregoing appraisal methodologies, multiplied (ii) by the percentage which the number of Redeemable Shares represents of the total number of issued and outstanding shares of capital stock of the Company on a fully diluted basis. The closing of the redemption shall take place within thirty (30) days after the Fair Market Value is determined in accordance with the provisions of this Section 5.1 and the Fair Market Value shall be paid in cash at the closing unless the Investor agrees in writing otherwise.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Company, insert -- The Securities upon thirty (30) days' prior written notice ---------- to the Holder, may elect to redeem all or part of this series are subject Warrant at a price equal to redemption $0.01 per Warrant Share issuable upon not less than 30 days notice by mailthe exercise hereof, [if applicableif, insert -- but only if: (1i) the Market Price shall have exceeded $5.50 per share (adjusted as set forth in paragraph (f)(iii) hereof) on _________ in any year commencing with the year _____ and ending with the year _____ through operation each of the sinking fund for this series at a Redemption Price equal ten (10) trading days ending not more than one business day prior to 100% the date on which the notice of redemption shall be mailed to the Holder, (ii) the registration statement required to be filed under Section 2 of the principal amountRegistration Rights Agreement, dated as of the date hereof, by and among the Company and the other parties signatory thereto, shall be effective and permit the sale of all Warrant Shares, and (2)] iii) the Common Stock shall be listed and trading on The Nasdaq National Market or a national securities exchange. Any such redemption shall be effective on the thirtieth day following the date of such notice; provided, however, that the Holder may elect -------- ------- at any time [prior to the effective date of redemption to exercise all or any portion of this Warrant in accordance with the terms hereof; and provided -------- further, that the Company's right to redeem this Warrant shall be suspended if applicable, insert -- ------- the Warrant Shares may not be sold pursuant to an effective registration statement for any reason whatsoever or the Common Stock shall not be listed and trading on The Nasdaq National Market or after ________, _____]a national securities exchange. The notice period shall then be extended for a period of time equal to the number of days during the notice period during which the registration statement shall not have permitted the sale of such Warrant Shares or the Common Stock shall not have been so listed and trading, as a whole or the case may be. The redemption price shall be payable in partfull, at in cash, on the election effective date of any redemption pursuant to this paragraph (j). A redemption notice delivered by the Company pursuant to this paragraph (j) shall be irrevocable. Notwithstanding the foregoing, the Company, at 's right to redeem all or part of this Warrant may not be exercised if on the following Redemption Prices (expressed as percentages of date on which the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders Company gives notice of such Securities, or one or more Predecessor Securities, of record at exercise the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not Market Price shall be less than 30 days notice by mail, $5.50 per share (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed adjusted as percentages of the principal amount) set forth in the table below, and paragraph (2f)(iii) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture).] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to 5:00 P.M., New York City time, on the earlier of this series are subject to redemption upon (x) the tenth day following the Shares Acquisition Date, or (y) the Final Expiration Date, redeem all but not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation all of the sinking fund for this series then outstanding Rights at a redemption price of $.05 per Right appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the 73 -69- "Redemption Price equal to 100% Price"), provided, however, that if such redemption occurs on or after the Shares Acquisition Date the Board of Directors of the principal amountCompany shall be entitled to so redeem the Rights only if Continuing Directors constitute a majority of the Board of Directors at the time of such redemption and such redemption is approved by a majority of the Continuing Directors; provided, further, however, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, each of the following shall have occurred and remain in effect: (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in a transaction, or series of transactions, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at iii) the transfer or other disposition described in clause (i) above was other than pursuant to a transaction, or series of transactions, which directly or indirectly involved the Company or any time [if applicableof its Subsidiaries; then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding 74 -70- anything contained in this Agreement to the contrary, insert -- on or after ________, _____], as a whole or in part, at the election Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to the expiration of the Company, at the following Redemption Prices (expressed as percentages 's right of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal redemption pursuant to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest this Section 23(a) without regard to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenturelast proviso.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Authorized Participant represents and warrants that, insert -- The Securities as of this series are subject the close of Business Day on which it has placed a Redemption Order (as described in the Procedures) with the Sponsor for the purpose of redeeming any Creation Units of any Fund, it, or any party for which it is acting (whether a customer or otherwise, a “Participant Client”), as the case may be, (i) will own (within the meaning of Rule 200 of Regulation SHO) the requisite number of Shares of the Trust or (ii) will have reasonable grounds to redemption upon not less than 30 believe that the requisite number of Shares of the Trust can be borrowed (as contemplated by Rule 203(b)(1) of Regulation SHO) such that, in either case, the Authorized Participant can make good delivery of the Shares to the Trust two days notice by mailfollowing the date a Redemption Order is received (“Redemption Settlement Date”). In either case, [the Authorized Participant acknowledges that: (i) it or, if applicable, insert -- (1) on _________ in any year commencing with its Participant Client, has or will have full legal authority and legal right to tender for redemption the year _____ and ending with the year _____ through operation requisite number of Shares of the sinking fund for this series at Trust to be redeemed as a Creation Unit on the Redemption Price equal to 100% of the principal amountSettlement Date; (ii) it or, and (2)] at any time [if applicable, insert -- on or after ________its Participant Client, _____], as a whole or in part, at has full and legal authority and legal right to receive the election entire proceeds of the Companyredemption order on the Redemption Settlement Date; and (iii) if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement, at securities lending agreement or any other arrangement affecting legal or beneficial ownership of such Shares being submitted for redemption, there are no restrictions precluding the following delivery of such Shares (including borrowed Shares, if any) for redemption, free and clear of liens, on the Redemption Prices (expressed as percentages Settlement Date. To the extent that the Authorized Participant posts collateral on the Redemption Settlement Date in connection with a portion of the principal amount): if redeemed [if applicable insert -- Shares that were unable to be delivered on or before ________the Redemption Settlement Date, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of Trust agrees that it will not use any such redemption [if applicable, insert -- (whether through operation of collateral to purchase the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by Shares without giving the Company or Authorized Participant reasonable advance notice and an opportunity to deliver the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such datemissing Shares.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject to redemption upon (i) the Close of Business on the twentieth day following the Shares Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.10 per Right, [if applicableas such amount may be appropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1such redemption price being hereinafter referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on _________ the “current per share market price,” as defined in any year commencing with the year _____ and ending with the year _____ through operation Section 11(d)(i) hereof, of the sinking fund for this series Common Shares at the time of redemption) or cash. If, following the occurrence of a Redemption Price equal to 100% Shares Acquisition Date and following the expiration of the principal amountright of redemption hereunder but prior to the occurrence of any event described in Section 11(a)(ii) or Section 13(a) hereof (a “Triggering Event”), (i) each Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Shares, and (2)] at any time [if applicableii) there are no other Persons, insert -- on or after ________, _____], as a whole or in part, at immediately following the election occurrence of the Company, at the following Redemption Prices event described in clause (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities i) of this series sentence, who are subject to Acquiring Persons, then the right of redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table belowpreceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 24. Notwithstanding anything contained in this Agreement to the contrary, and (2the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) at any hereof until such time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for ’s right of redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities first sentence of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Section 24(a) has expired.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on ___] at the option of the Company, in whole or in part, pursuant to the redemption provisions of the Indenture, at [redemption prices], and thereafter at 100% of the principal amount thereof, together with accrued interest to the Redemption Date. All provisions contained in the Underwriting Agreement are incorporated by reference herein in their entirety and shall be deemed to be part of this Agreement to the same extent as if such provisions had been set forth in full herein. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This instrument may be signed by the parties in counterparts which together shall constitute one and the same agreement between the parties and shall become effective at such time as each of the parties shall have signed such counterparts and shall have notified the other party thereof. This Terms Agreement is entered into as of ___ a.m., New York City time, on the date hereof. Please confirm your agreement herewith by having an authorized officer sign a copy of this Agreement in the space provided below. Very truly yours, as Underwriter By: Name: Title: Accepted and Agreed to as of the Date First Above Written: ANHEUSER-BXXXX COMPANIES, INC. By: Schedule II DELAYED DELIVERY CONTRACT [Date] ANHEUSER-BXXXX COMPANIES, INC. Oxx Xxxxx Xxxxx St. Louis, Missouri 63118 Attention: Ladies and Gentlemen: The undersigned hereby agrees to purchase from Anheuser-Bxxxx Companies, Inc. (the Company), and the Company agrees to sell to the undersigned, principal amount of the Company’s (state title of issue) (the Securities) offered by the Company’s Prospectus dated ______ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the __Prospectus Supplement dated ______ years indicatedreceipt of copies of which is hereby acknowledged, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to purchase price of ______% of the principal amount, together amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned agrees to purchase such Securities in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business principal amounts and on the relevant Record Dates referred to on delivery dates (the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amountDelivery Dates) set forth below: Delivery Principal Plus Accrued Date Amount Interest From: Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or official bank check in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, immediately available funds at the election Corporate Trust Office of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund"or at such other place as the undersigned and the Company shall agree) at 11:00 A.M., New York City Time, on such Delivery Date upon issuance and not more than] $___________ aggregate principal amount delivery to the undersigned of the Securities of this series. Securities of this series acquired or redeemed to be purchased by the undersigned on such Delivery Date in such authorized denominations and registered in such names as the undersigned may designate by written or telegraphic communications addressed to the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 five business days prior to such date.] [Delivery Date. The obligation of the Company to sell and deliver, and of the undersigned to take delivery of and make payment for, Securities on each Delivery Date shall be subject to the conditions that (1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place, to Underwriters of such principal amount of the Securities as is to be sold and delivered to them. Promptly after completion of the sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Underwriters. Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. The undersigned represents and warrants that (a) as of the date of this contract, the undersigned is not prohibited under the laws of the jurisdictions to which the undersigned is subject from purchasing the Securities hereby agreed to be purchased and (b) the undersigned does not contemplate selling the Securities which it has agreed to purchase hereunder prior to the Delivery Date therefor. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract shall be governed by and construed in accordance with the laws of the State of New York. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is understood that the acceptance of any Delayed Delivery Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If the Security contract is subject acceptable to redemptionthe Company, insert -- In it is requested that the event Company sign the form of redemption of this Security in part only, a new Security acceptance below and mail or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name deliver one of the Holder counterparts hereof upon to the cancellation hereofundersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so signed. Very truly yours, Accepted, as of the date first above written Anheuser-Bxxxx Companies, Inc. By: PURCHASER—PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please print.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]) Telephone No. Name (Including Area Code) Department

Redemption. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Through Operation of the Sinking Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- -------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the “Redemption Period”) cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $0.01 per Right, [as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board authorizes redemption of the sinking fund for this series at Rights on or after the time a Redemption Price equal to 100% Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the principal amountDirectors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company’s right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at any iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company’s right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time [if applicable, insert -- on or after ________, _____], as a whole or in partthe Company’s right of redemption hereunder has expired. The Company may, at its option, pay the election Redemption Price in cash, shares of Common Stock (based on the current market price of the Company, Common Stock at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the Close of this series are subject to redemption upon Business on the tenth day following the Stock Acquisition Date, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1) on _________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with "Redemption Price"), provided, however, that during the year _____ through operation time period relating to when the Rights may be redeemed, the Board of Directors of the sinking fund for this series at a Redemption Price equal Company may extend the time during which the Rights may be redeemed to 100% of the principal amount, and (2)] be at any time [as may be determined by the Board of Directors, and provided, further, that if applicablethe Board of Directors of the Company authorizes redemption of the Rights or an extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, insert -- then there must be Continuing Directors then in office and such authorization or extension shall require the concurrent of a majority of such Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on or after ________, _____], such basis and with such conditions as a whole or in part, at the election Board of Directors of the Company, in its sole discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board of Directors.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board of Directors of the Company may, insert -- The Securities of this series are subject at its option, at any time prior to redemption upon such time as any Person becomes an Acquiring Person, redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableappropriately adjusted to reflect any stock split, insert -- stock dividend or similar transaction occurring after the date hereof (1) on _________ in any year commencing with such redemption price being hereinafter referred to as the year _____ and ending with the year _____ through operation "Redemption Price"). The redemption of the sinking fund Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for this series at a the Common Shares of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price equal to 100% will be made. Neither the Company nor any of the principal amountits Affiliates or Associates may redeem, and (2)] acquire or purchase for value any Rights at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) manner other than that specifically set forth in the table belowthis Section 23 or in Section 24 hereof, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or other than in part, at connection with the election purchase of Common Shares of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest Company prior to the Redemption Distribution Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture. Section 24.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicableThe Board of Directors of the Company may, insert -- The Securities at its option, at any time prior to the earlier of this series are subject (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth Business Day following the Record Date), and (ii) the Final Expiration Date, and as provided herein, elect to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.01 per Right, [if applicableas such amount may be appropriately adjusted to reflect any combination or subdivision of the outstanding Common Stock, insert -- any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (1) on _________ in any year commencing such redemption price being hereinafter referred to as the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, evidence of which shall have been filed with the year _____ Rights Agent, without any further action and ending with without any further notice, the year _____ through operation only right of the sinking fund for this series at a holders of Rights shall be to receive the Redemption Price equal and such holders shall have no right to 100% exercise the Rights. Promptly after the action of the principal amountBoard of Directors of the Company ordering the redemption of the Rights, and (2)] the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at any time [if applicabletheir last addresses as they appear upon the registry books of the Rights Agent, insert -- or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after ________, _____], as the first occurrence of a whole or in part, at Section 11(a)(ii) Event until the election expiration of the Company's right of redemption hereunder. The Company may, at its option, pay the following Redemption Prices Price in cash, shares of Common Stock (expressed based on the Current Market Price, as percentages defined in Section 11((c))(i) hereof, of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record Common Stock at the close time of business on redemption) or any other form of consideration deemed appropriate by the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities Board of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election Directors of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [(i) If applicablethe Approval Date has not occurred prior to the third anniversary of the Original Date of Issue of shares of a particular Subseries, insert -- The Securities the holders of this series are subject a majority of the shares of such Subseries then outstanding may require the Corporation to redeem all of the outstanding shares of such Subseries at a redemption upon not less price, payable in cash, equal to the Accrued Value of such shares on the Redemption Payment Date for such shares (treating the Redemption Payment Date for such shares as a Dividend Accrual Date for purposes of calculating the Accrued Value on such date). In order to require such redemption, the stockholders requesting such redemption (the "Requesting Stockholders") shall deliver a notice of redemption (the "Redemption Notice") to the Corporation no later than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with following the year _____ and ending with the year _____ through operation third anniversary of the sinking fund for this series at Original Date of Issue. If the Redemption Notice is delivered to the Corporation in a Redemption Price equal to 100timely manner, the shares of such Subseries shall be redeemed in two installments, with 50% of the principal amountshares then outstanding to be redeemed (and the redemption price for such shares paid) on the third business day following delivery of the Redemption Notice and with all of the shares outstanding one year following delivery of the Redemption Notice to be redeemed (and the redemption price for such shares paid) on such one-year anniversary (each such date of payment, and (2)] at any time [if as applicable, insert -- a "Redemption Payment Date"), subject, in each case, to any limitations on or after ________, _____], as a whole or such redemption that may be contained in part, at the election terms of the Company, at the following Redemption Prices (expressed as percentages senior credit arrangements of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during Corporation in effect at such time (the 12-month period beginning "Senior Credit Arrangements"). If the Corporation is of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of opinion that any such redemption [if applicable, insert -- (whether through operation would be in violation of the sinking fund or otherwise)] with accrued interest terms of the Senior Credit Arrangements, the Requesting Stockholders may require the Corporation to use its best efforts to consummate the sale and issuance of subordinated debt securities as soon as practicable after the third anniversary of the Original Date of Issue of shares of such Subseries and to use the proceeds from such sale and issuance to redeem all of the shares of such Subseries of Series C-2 Preferred Stock. The first installment of the redemption shall be made on a pro rata basis among all the holders of such Subseries of Series C-2 Preferred Stock based on the number of shares of such Subseries of Series C-2 Preferred Stock then held of record by such holders. For the avoidance of doubt, it is understood that if a redemption occurs, the shares of such Subseries of Series C-2 Preferred Stock to be redeemed in the second installment on the date that is one year from the delivery of the Redemption Date, but interest installments whose Stated Maturity is on or prior Notice shall continue to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided accrue dividends in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing accordance with the year _____ and ending with the year _____ through operation of the sinking fund for this series at Section 3 hereof until the Redemption Prices Payment Date for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indentureshares.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the "Redemption Period") cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $.001 per Right, [as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board authorizes redemption of the sinking fund for this series at Rights on or after the time a Redemption Price equal to 100% Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the principal amountDirectors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at any time [if applicableiii) the Board, insert -- on or after ________, _____], as by a whole or in part, at the election vote of two-thirds of the CompanyBoard, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]so approve,

Redemption. [If applicable(a) The Board may, insert -- The Securities at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of this series are subject (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to redemption upon the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the "Redemption Period") cause the Company to redeem all but not less than 30 days notice by mailall the then outstanding Rights at a redemption price of $0.001 per Right, [as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that, if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation Board authorizes redemption of the sinking fund for this series at Rights on or after the time a Redemption Price equal to 100% Person becomes an Acquiring Person, then such authorization shall require the concurrence of two thirds of the principal amountDirectors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (2)] at any iii) the Board, by a vote of two thirds of the Board, shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time [if applicable, insert -- on or after ________, _____], as a whole or in partthe Company's right of redemption hereunder has expired. The Company may, at its option, pay the election Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Company, Common Stock at the following Redemption Prices (expressed as percentages time of the principal amount): if redeemed [if applicable insert -- on redemption) or before ________, ___%, and if redeemed] during the 12-month period beginning any other form of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed consideration deemed appropriate by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due]Board.] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to maturity.]