Common use of Certain Adjustments Clause in Contracts

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares, the Class B Common Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of Common Shares, the Class B Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare or Class B Common Share, as the case may be) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares, or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇b▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if If at any time or from time to time the Company shall (i) take a record of the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Common Stock thereafter issuable upon exercise of this Warrant and the Exercise Price then in effect shall be adjusted so that this Warrant shall be exercisable for the same number of shares that a record holder of the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the happening of such event would own or be entitled to receive after the happening of such event and so that the aggregate Exercise Price payable for the purchase of all Warrant Shares pursuant to this Warrant shall remain unchanged. Any adjustments required by this Section 6(a) shall be made whenever and as often as any specified event requiring an adjustment shall occur. If the Company shall take a record of the holders of the Common Stock for the purpose of effecting such distribution, subdivision or combination and shall, thereafter and before such distribution, subdivision, or combination, legally abandon its plan to pay or deliver such distribution or effect such subdivision or combination, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. (b) If at any time prior to the exercise of this Warrant in full, the Company shall (i) issue or sell any Common Stock or Common Stock Equivalents without consideration or for consideration per share (in cash, property or other assets) less than the current market price per share on the date of this Rights Agreement there shall be any change in such issuance or sale as determined pursuant to Section 6(d) or (ii) fix a record date for the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to all holders of Common Stock entitling them to subscribe for or purchase Common Stock (or Common Stock Equivalents (as hereinafter defined)) at a price (or having an exercise or conversion price per share) less than the current market price of the Common Stock (as determined pursuant to Section 6(d)) on the record date described below, the Exercise Price shall be adjusted so that the Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such sale or Preferred Stockissuance (which date in the event of a distribution to stockholders shall be deemed to be the record date set by the Company to determine stockholders entitled to participate in such distribution) by a fraction, the numerator of which shall be (i) the number of shares of Common Stock outstanding on the date of such sale or issuance, plus (ii) the number of additional shares of Common Stock which the aggregate consideration received by the Company upon such issuance or sale (plus the aggregate of any additional amount to be received by the Company upon the exercise of such subscription rights, options or warrants) would purchase at such current market price per share of the Common Stock and the denominator of which shall be (i) the number of shares of Common Stock outstanding on the date of such issuance or sale, plus (ii) the number of additional shares of Common Stock offered for subscription or purchase (or into which the Common Stock Equivalents so offered are exercisable or convertible). Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to this Section 6(b), the number of Warrant Shares issuable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares issuable upon exercise of this Warrant by the Exercise Price in effect on the date of such adjustment and dividing the product so obtained by the Exercise Price, as adjusted. Any adjustments required by this Section 6(b) shall be made immediately after such issuance or sale or record date, as the case may be. Such adjustments shall be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in made successively whenever such event shall occur. To the Board extent that shares of Directors Common Stock (or Common Stock Equivalents) are not delivered in connection with such subscription rights, options or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made upon the Company shall make such appropriate adjustments in basis of delivery of only the number of shares of Preferred Stock, Common Stock (or Common Stock Equivalents) actually delivered. In the case of an issue of additional Common Stock or Common Stock Equivalents for cash, the consideration received by the Company therefor, before deducting therefrom any discount or commission or other securitiesexpenses allowed, paid or incurred by the Company for underwriting of, or otherwise in connection with, the issuance thereof, shall be deemed to be the amount received by the Company therefor. In the case of an issue of additional Common Stock or Common Stock Equivalents for consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as applicable reasonably determined by the Company's Board of Directors, irrespective of any accounting treatment. No adjustments to the Exercise Price or the number of Warrant Shares issuable upon exercise of each Rightthis Warrant shall be made pursuant to this Section 6(b) for (x) any transaction for which adjustment thereto is required to be made pursuant to Section 6(a) hereof, (y) the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of Warrants or (2) the Rightsconversion, all subject to further adjustment as provided hereinexchange or exercise of any Common Stock Equivalents. (c) Irrespective For purposes of this Section 6, "Common Stock Equivalents" shall mean any adjustment options, warrants or change in the Purchase Price other securities or the number of rights convertible into, or exercisable or exchangeable for, shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunderCommon Stock. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or -------------------- potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the -------- ------- Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 hereof, and the provisions of Sections 7, 9 and 10 hereof with respect to the Preferred Shares shall apply, as nearly as reasonably may be possible, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Rights Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Rights Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) hereof requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (and shall give prompt written notice of such election to the Rights Agent), until the occurrence of such event the event, issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company’s Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 hereof, and the provisions of Sections 7, 9 and 10 hereof with respect to the Preferred Shares shall apply, as nearly as reasonably may be possible, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Rights Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Rights Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) hereof requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (and shall give prompt written notice of such election to the Rights Agent), until the occurrence of such event the event, issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Rights Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Rights Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, Shares whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise Shares (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Common Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Common Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11(a) and 12(a), and the provisions of Sections 7, 9 and 10 with respect to the Common Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Common Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Common Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Common Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Common Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇bill ▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section SECTION 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(aSECTION 12 (a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right ri▇▇▇ to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, including any change in the number of Common Shares or Preferred Shares outstanding, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares, or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇b▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Capital Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Capital Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockCapital Share) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇bill ▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise over and above been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Preferred Stock and/or other securitiesadjustment provided for in this Section 11(a)(i) shall be in addition to, if anyand shall be made prior to, issuable before giving effect any adjustment required pursuant to such adjustment; providedSection 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, howeverat any time after the date of this Agreement, that directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall deliver to be the continuing or surviving corporation of such holder a due ▇▇▇▇ merger or other appropriate instrument evidencing such holder's right to receive such additional securities upon combination and the occurrence Common Stock of the event requiring such adjustment.Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination),

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in (A) declare a dividend on the Common Stock or the Preferred payable in shares of Common Stock, whether by reason (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or Preferred Stockmerger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such proportionately adjusted so that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date time shall be entitled to receive, upon payment of the Preferred aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock and/or other securitiesor capital stock, as the case may be, which, if anysuch Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, issuable as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by a majority of the Preferred Disinterested Directors after receiving advice from one or more investment banking firms selected by the Disinterested Directors, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Disinterested Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates (a "Qualified Offer"); or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of shares of Common Stock and/or for which a Right was before that time exercisable, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon the exercise of such adjustmentRight and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such securities being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares of Common Stock or other equity securities and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the per share or per unit value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Disinterested Directors based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares, the Class B Common Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of Common Shares, the Class B Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare or Class B Common Share, as the case may be) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder.. Table of Contents (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Capital Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Capital Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockCapital Share) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by a majority of the Disinterested Directors after receiving advice from one or more recognized investment banking firms selected by the Disinterested Directors, to be (a) at a price which is fair to the shareholders of the Company (taking into account all factors which the Disinterested Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its shareholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one ten-thousandths of a share of Preferred Stock and/or for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such adjustmentshares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇bill or other appropriate instrum▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve If, from the actual or potential economic value date hereof until the first anniversary of the RightsClosing Date the Company issues and sells, if or agrees to issue and sell, in one or more transactions Common Shares (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Shares) (excluding Common Shares or other equity securities and/or options or other rights in respect thereof to be offered to directors, employees or consultants of the Company or its direct or indirect subsidiaries pursuant to employee benefit plans, employment agreements or other customary compensatory plans or arrangements) at any time after a purchase (or reference, implied, conversion, exchange or comparable) price (the date of this Rights Agreement there shall be any change “New Issuance Price”) per share less than the Conversion Price (as defined in the Common Stock or the Preferred Stock, whether by reason Certificate of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise Designations) (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14“Conversion Reset Issuance”), then in such event on the Board second business day after the closing of Directors of any Conversion Reset Issuance, the Company shall make such appropriate adjustments a payment to the Investor (the “Reset Payment”) equal to the product of (i) an amount equal to (x) the Conversion Price minus the New Issuance Price, divided by (y) the Conversion Price and (ii) the amount equal to (A) the Price per Series A Share set forth in Annex A multiplied by (B) the Actual Number grossed up as required to compensate the Investor for any diminution in value in the number Purchased Securities resulting from such Reset Payment; provided that the Company, in its sole discretion and as an alternative to making all or any portion of shares such Reset Payment in cash, may instead pay the Reset Payment due to the Investor in whole or in part by delivering to the Investor Common Shares valued at 95% of Preferred Stockthe Current Market Price of the Common Shares (as such term is defined in the Certificate of Designations, with the 10 consecutive trading days referenced in such definition to end on the last trading day prior to the earlier of the date on which the Reset Payment occurs or the first date of the announcement of the related Conversion Reset Issuance), but solely to the extent that any such delivery of Common Stock Shares would not result in the Company failing to comply with applicable requirements of the NYSE or any other securitiesRegulatory Entity (provided that, as applicable issuable upon exercise of each Rightin the event the Company elects to pay the Reset Payment by delivering Common Shares, the Purchase Price Company shall, in its sole discretion, have a reasonable period of time in which to seek any shareholder approval required to satisfy such requirements and Redemption Price in effect at the Company’s obligation to pay the related Reset Payment shall be postponed until such time and the number of Rights outstanding at as such time (including the number of Rights shareholder approval shall have been obtained or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such eventdenied). (b) All Rights originally issued Any such Reset Payment shall be treated by the Company subsequent to any parties as an adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, purchase price for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinPurchased Securities. (c) Irrespective If, from the date hereof until the first anniversary of the Closing Date (or, if later, pursuant to any “Securities Demand” provision in respect of any bank financing incurred in satisfaction of the condition set forth in Section 1.3(e)(iv)) the Company issues and sells any preference shares with an annual dividend rate (“New Issuance Dividend Rate”) greater than a rate (the “Rate Limit”) equal to (i) the annual Quarterly Dividend Rate divided by (y) 1.1 (a “Dividend Reset Issuance”), then the annual Quarterly Dividend Rate shall be adjusted upward (if necessary) so as to equal 110% of the New Issuance Dividend Rate, but only with respect to Purchased Securities beneficially owned (and only while beneficially owned) by the Investor (or any controlled Affiliates of the Investor), with such adjustment to be effective on the issue date for the Dividend Reset Issuance, and Quarterly Dividends shall accumulate on such securities at such adjusted rate from such date for as long as they remain beneficially owned as aforesaid and issued and outstanding) and shall be payable if, as and when Quarterly Dividends are payable under the Certificate of Designations. The Company may pay the incremental amount of any such Quarterly Dividend resulting from such adjustment, when so payable, in cash or change by delivering Common Shares valued in the Purchase Price or manner set forth in Section 3.11(a) with respect to Reset Payments (with the number of shares of Preferred Stock or number or kind of other securities issuable upon 10 consecutive trading days referenced therein to end on the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing trading day prior to the holder relevant date of any Right exercised after such record date payment and subject to the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence shareholder vote provisions of the event requiring such adjustmentSection 3.11(a)).

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, capitalization or any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock (or the number and kind of other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Stock, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9, and 10 with respect to the Preferred Stock shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise of each Rightotherwise provided in this Section 11(a) and Section 7(e) (EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS -- TERMINATION OF ACQUIRING PERSON'S RIGHTS), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (REDEMPTION AND TERMINATION), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER -- FLIP-OVER EVENT) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and above in Section 7(e) (EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS -- TERMINATION OF ACQUIRING PERSON'S RIGHTS)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock and/or for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "ADJUSTMENT SHARES"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "CURRENT VALUE") over (2) the Purchase Price (such excess, the "SPREAD"), and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have the same value as shares of Common Stock (such shares of preferred stock being referred to as "COMMON STOCK EQUIVALENTS")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by them; PROVIDED, HOWEVER, if anythe Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (REDEMPTION AND TERMINATION -- REDEMPTION) expires (the later of (x) and (y) being referred to herein as the "FLIP-IN TRIGGER DATE"), issuable before giving effect then the Company shall be obligated to such adjustment; provideddeliver, howeverupon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall deliver provide, subject to Section 7(e) (EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS -- TERMINATION OF ACQUIRING PERSON'S RIGHTS), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this (a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS -- TERMINATION OF ACQUIRING PERSON'S RIGHTS), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be possible, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (and shall give prompt written notice of such election to the Rights Agent), until the occurrence of such event the event, issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇bill ▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect (with prompt written notice of such election to the Rights Agent) to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇b▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; ------------------ Purchase Price; Expiration Date of Rights -- Termination of Acquiring ----------------------------------------- ------------------------ Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record --------------- date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), -------------------------- any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by a majority of the Disinterested Directors after receiving advice from one or more investment banking firms selected by the Disinterested Directors, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Disinterested Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or ------------------------ Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply ------------------------------------------- --------------- (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- ------------------------------------------------------------- Termination of Acquiring Person's Rights)) shall thereafter have the right ---------------------------------------- to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one- thousandths of a share of Preferred Stock and/or for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; ------------------- Purchase Price; Expiration Date of Rights -- Termination of Acquiring ----------------------------------------- ------------------------ Person's Rights), make adequate provision to substitute for the Adjustment --------------- Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such adjustmentshares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate -------- ------- provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the -------------------------- ---------- later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall -------- ------- not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of ------------------------------------------------------ Rights -- Termination of Acquiring Person's Rights), that such action shall ------ ---------------------------------------- apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares, the Class B Common Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of Common Shares, the Class B Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare or Class B Common Share, as the case may be) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any If, as a result of an adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event), the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right thereafter exercised after shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such record date securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Stock and/or Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value If as of the RightsTermination Date there remain any unpurchased Units under the Preferred Warrant issued under the Purchase Agreement, if at any time after and all of the date Units for which this Preferred Stock Warrant was originally issued to the Holder on the Closing Date under the Purchase Agreement shall have been purchased either pursuant to the exercise of this Rights Agreement there shall be any change in the Common Preferred Stock Warrant or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors upon exercise of the Company Option, then notwithstanding anything in this Preferred Stock Warrant to the contrary, the Preferred Stock Warrant shall make become exercisable for additional Units calculated as follows: the total number of unpurchased Units of all Purchasers in the aggregate shall be multiplied by a fraction, the numerator of which shall be the Holder's Subscription Amount and the denominator of which shall be the sum of the Holder's Subscription Amount and the total Subscription Amounts of other Purchasers similarly situated (who have exercised their Preferred Stock Warrants in full) and any limits not purchased by such appropriate adjustments in other Purchasers shall again be allocated pro rata using a like fraction to such of the Holder and such other Purchasers who elect to purchase any remaining Units. The Company shall notify the Holder on the Termination Date of the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time available Units and the number of Rights outstanding at such time (including Units initially allocated to the Holder. This Preferred Stock Warrant may be exercised for up to the full number of Rights or fractional Rights associated with each share of Common Stockadditional Units allocated to the Holder pursuant to the foregoing within five (5) such that following such adjustment such event shall not have had Trading Days from the effect of reducing or limiting the benefits the holders receipt of the Rights would have had absent such event. (b) All Rights originally issued by Company's notice as aforesaid and the Company subsequent Closing with respect to any adjustment made to such exercise shall take place within 15 Trading Days from the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise receipt of the Rights, all subject to further adjustment as provided hereinCompany's notice. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by the Board of Directors, prior to the public announcement of such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the Board of Directors, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock and/or for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such adjustmentshares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-in Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, Shares whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise Shares (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Common Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of or reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Common Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11(a) and 12(a), and the provisions of Sections 7, 9 and 10 with respect to the Common Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Common Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Common Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Common Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Common Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇bill ▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares (other than pursuant to the share dividend declared by the Board of Directors of the Company as of the date of this Rights Agreement), whether by reason of stock share dividends, stock share splits, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offssplitoffs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly annual cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-split- offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise over and above been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Preferred Stock and/or other securitiesadjustment provided for in this Section 11(a)(i) shall be in addition to, if anyand shall be made prior to, issuable before giving effect any adjustment required pursuant to such adjustment; providedSection 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, howeverat any time after the date of this Agreement, that directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall deliver to be the continuing or surviving corporation of such holder a due ▇▇▇▇ merger or other appropriate instrument evidencing such holder's right to receive such additional securities upon combination and the occurrence Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event requiring causing such adjustment.Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a12 (a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. Notwithstanding anything in this Agreement to the contrary, (a) To preserve the actual or potential economic value of the Rightsif, if at any time after from the date of this Rights Agreement there shall be any change in until the Effective Time, and subject to the terms of this Agreement, the outstanding shares of Company Common Stock, Company Preferred Stock or Parent Common Stock shall have been changed into a different number of shares or the Preferred Stock, whether a different class by reason of any reclassification, share or stock dividendssplit (including a reverse share or stock split), stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securitiesrecapitalization, split-upsup, split-offscombination, spin-offsexchange of shares, liquidationsreadjustment, or other similar changes in capitalizationtransaction (for the avoidance of doubt, (i) excluding the exercise of redemption rights by Parent stockholders pursuant to Section 9.2 of the Parent Charter, but (ii) including any distribution reverse stock split of Parent Common Stock if and to the extent implemented by the Parent Restated Charter), or issuance of cash, assets, evidences of indebtedness a stock dividend or stock subscription rightsdistribution thereon shall be declared with a record date within said period, options or warrants to holders of the Common Stock or Preferred StockMerger Consideration, the Per Share Calculations and any other similarly dependent items, as the case may be, shall be or otherwise (other than a distribution equitably adjusted to provide the holders of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Common Stock and Company Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price Allocation Participants and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders recipients of the Rights would have had absent Employee Grant Shares the same economic effect as contemplated by this Agreement prior to such event. ; provided that any reverse stock split of Parent Common Stock will not be effected prior to the Effective Time; (b) All Rights originally issued if shares of any series of Company Preferred Stock would be entitled to a greater amount of Parent Common Stock pursuant to Section 2.1(b) were such shares converted into Company Common Stock immediately prior to the Effective Time than such shares of Company Preferred Stock would be entitled to receive without such conversion, without any further action by the holders thereof, each such share shall be deemed to have converted to Company subsequent to any adjustment made Common Stock immediately prior to the amount Effective Time; and (c) if any of the transactions contemplated by this Agreement or otherwise would result in Parent issuing, or being required to issue, at or in connection with the Closing or as a result of any of the transactions contemplated by this Agreement (and taking into account the issuance and / or conversion of any outstanding convertible promissory notes, Company Capital Stock (or any other capital stock or interests therein of the Company) conversion of Company Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of Company Stock Options and Company Warrants) more than the Rightssum of (x) the Aggregate Parent Common Stock and (y) the Employee Grant Shares, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to Section 2.1(b)(vii) (such adjustment; providedexcess, howeverthe “Payout Excess”), that then the Company Merger Consideration payable to each Selling Stockholder and the shares of Parent Common Stock issued to Common Stock Allocation Participants shall deliver be reduced, on an individual basis, by a ratio equal to (i) the Aggregate Parent Common Stock divided by (ii) the Aggregate Parent Common Stock plus the Payout Excess (i.e, proportionately to the extent necessary so as not to result in any such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustmentexcess).

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in (A) declare a dividend on the Common Stock or the Preferred payable in shares of Common Stock, whether by reason (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or Preferred Stockmerger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such proportionately adjusted so that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date time shall be entitled to receive, upon payment of the Preferred aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock and/or other securitiesor capital stock, as the case may be, which, if anysuch Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, issuable as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by a majority of the Preferred Disinterested Directors after receiving advice from one or more investment banking firms selected by the Disinterested Directors, to be (a) at a price which is fair to the shareholders of the Company (taking into account all factors which the Disinterested Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its shareholders, other than such Acquiring Person, its Affiliates and its Associates (a "Qualified Offer"); or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of shares of Common Stock and/or for which a Right was before that time exercisable, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon the exercise of such adjustmentRight and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such securities being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares of Common Stock or other equity securities and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the per share or per unit value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value In case of the Rights, if at any time after the date reclassification of this Rights Agreement there shall be any change in the Common Stock or any compulsory share exchange pursuant to which the Preferred StockCommon Stock is converted into other securities, whether by reason cash or property, then the Holder shall have the right thereafter to exercise this Warrant only into the shares of stock dividendsand other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification or share exchange, and the Holder shall be entitled upon an exercise of this Warrant following such event to receive such amount of securities or property equal to the amount of Warrant Shares such Holder would have been entitled to had such Holder exercised this Warrant immediately prior to such reclassification or share exchange. The terms of any such reclassification or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 8(a) upon any exercise following any such reclassification or share exchange. (b) In case of any (1) merger or consolidation of the Company with or into another Person, or (2) sale by the Company of more than one-half of the assets of the Company (on a book value basis) in one or a series of related transactions, the Holder shall have the right thereafter to (A) exercise this Warrant for the shares of stock splitsand other securities, recapitalizationscash and property receivable upon or deemed to be held by holders of Common Stock following such merger, mergersconsolidation or sale, consolidations, combinations and the Holder shall be entitled upon such event or exchanges series of related events to receive such amount of securities, split-upscash and property as the Common Stock for which this Warrant could have been exercised immediately prior to such merger, split-offsconsolidation or sales would have been entitled or (B) in the case of a merger or consolidation, spin-offs(x) require the surviving entity to issue common stock purchase warrants equal to the number Warrant Shares to which this Warrant then permits, liquidationswhich newly issued warrant shall be identical to this Warrant, other similar changes in capitalization, any distribution or and (y) simultaneously with the issuance of such warrant, the Holder of such warrant shall have the right, subject to the identical limitations on exercise as are set forth in this Warrant, to exercise such warrant only into shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such merger or consolidation or (C) require the surviving entity from such merger, acquisition or business combination to pay to the Holder, in cash, assetsthe Black Scholes value of this Warrant, evidences but subject to the variables provided by the Company at the time of indebtedness such merger, acquisition or stock subscription rightsother business combination for "volatility." In the case of clause (B), options the exercise price for such new warrant shall be based upon the amount of securities, cash and property that each share of Common Stock would receive in such transaction and the Exercise Price of this Warrant immediately prior to the effectiveness or warrants closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as continue to give the Holder the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such events. (c) All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (d) If (i) the Company shall declare a dividend (or any other distribution) on its Common Stock; or (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or (iii) the Company shall authorize the granting to all holders of the Common Stock rights or Preferred Stock, as warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (iv) the case may be or otherwise (other than a distribution approval of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors any stockholders of the Company shall make such appropriate adjustments be required in connection with any reclassification of the number of shares of Preferred Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock or is converted into other securities, cash or property; or (v) the Company shall authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall cause to be mailed to each Holder at their last addresses as they shall appear upon the Warrant Register, at least 30 calendar days prior to the applicable issuable upon exercise record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of each Rightsuch dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the Purchase Price and Redemption Price in effect at such time and the number date as of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the Rights would have had absent date on which such event. (b) All Rights originally issued by reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the Company subsequent date as of which it is expected that holders of Common Stock of record shall be entitled to any adjustment made to the amount exchange their shares of Preferred Common Stock for securities, cash or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable property deliverable upon such exercise over and above the Preferred Stock and/or other securitiesreclassification, if anyconsolidation, issuable before giving effect to such adjustment; providedmerger, howeversale, transfer, share exchange, dissolution, liquidation or winding up, PROVIDED, that the Company failure to mail such notice or any defect therein or in the mailing thereof shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon not affect the occurrence validity of the event requiring corporate action required to be specified in such adjustmentnotice.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in (A) declare a dividend on the Common Stock or the Preferred payable in shares of Common Stock, whether by reason (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or Preferred Stockmerger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such proportionately adjusted so that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date time shall be entitled to receive, upon payment of the Preferred aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock and/or other securitiesor capital stock, as the case may be, which, if anysuch Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, issuable as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). ii) In the event: (1) Any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless, in the case of either clause (1) or (2) above, the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by the Preferred Board of Directors, prior to the public announcement of such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the Board of Directors, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or b) During such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of shares of Common Stock, such number of shares of Common Stock and/or of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). iii) In the event that the number of shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights --Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such adjustmentaggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-In Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action needs to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, or (3) any combination of the foregoing, having an aggregate value equal to the Current Value, where such holder's right to receive such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of page 21 a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇b▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In in any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise over and above been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Preferred Stock and/or other securitiesadjustment provided for in this Section 11(a)(i) shall be in addition to, if anyand shall be made prior to, issuable before giving effect any adjustment required pursuant to such adjustment; providedSection 11(a)(ii). (ii) In the event that: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, howeverat any time after the date of this Agreement, that directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall deliver to be the continuing or surviving corporation of such holder a due ▇▇▇▇ merger or other appropriate instrument evidencing such holder's right to receive such additional securities upon combination and the occurrence Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event requiring causing such adjustment.Person

Certain Adjustments. (a) To preserve the actual or potential economic value In case of the Rights, if at any time after the date reclassification of this Rights Agreement there shall be any change in the Common Stock or any compulsory share exchange pursuant to which the Preferred StockCommon Stock is converted into other securities, cash or property, then the Holder shall have the right thereafter to exercise this Warrant only into the shares of stock and other securities and property receivable upon or deemed to be -8- Class B Warrant 9 held by holders of Common Stock following such reclassification or share exchange, and the Holder shall be entitled upon such exercise to receive such amount of securities or property equal to the amount of Warrant Shares such Holder would have been entitled to had such Holder exercised this Warrant immediately prior to such reclassification or share exchange. (b) In case of the closing of any (1) merger or consolidation of the Company with or into another Person, or (2) sale by the Company of more than one-half of the assets of the Company (on a book value basis) in one or a series of related transactions, or (3) tender or other offer or exchange (whether by reason the Company or another Person) pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, stock, cash or property of the Company or another Person; then the Holder shall have the right thereafter to (A) exercise this Warrant for the shares of stock dividendsand other securities, stock splitscash and property receivable upon or deemed to be held by holders of Common Stock following such merger, recapitalizationsconsolidation or sale, mergers, consolidations, combinations or exchanges and the Holder shall be entitled upon exercise of this Warrant to receive such amount of securities, split-upscash and property as the Common Stock for which this Warrant could have been exercised immediately prior to such merger, split-offsconsolidation or sales would have been entitled, spin-offsor (B) in the event of an exchange or tender offer or other transaction contemplated by clause (3) of this Section, liquidationstender or exchange this Warrant for such securities, stock, cash and other similar changes property receivable upon or deemed to be held by holders of Common Stock that have tendered or exchanged their shares of Common Stock following such tender or exchange, and the Holder shall be entitled upon such exchange or tender to receive such amount of securities, cash and property as the shares of Common Stock for which this Warrant could have been exercised immediately prior to such tender or exchange would have been entitled as would have been issued. The terms of any such merger, sale, consolidation, tender or exchange shall include such terms so as continue to give the Holder the right to receive the securities, cash and property set forth in capitalizationthis Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such events. (c) All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (d) If (i) the Company shall declare a dividend (or any distribution other distribution) on its Common Stock; or issuance (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of cash, assets, evidences of indebtedness its Common Stock; or stock subscription rights, options or warrants (iii) the Company shall authorize the granting to all holders of the Common Stock rights or Preferred Stock, as warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (iv) the case may be or otherwise (other than a distribution approval of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors any stockholders of the Company shall make such appropriate adjustments be required in connection with any reclassification of the number of shares of Preferred Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock or is converted into other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time cash or property; or (including the number of Rights or fractional Rights associated with each share of Common Stockv) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall cause to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right be mailed to receive such additional securities each Holder at their last addresses as they shall appear upon the occurrence of Warrant Register, at least 30 calendar days prior to the event requiring such adjustment.applicable record or effective date

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock share dividends, stock share splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing ▇▇idencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock share dividends, stock share splits, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offssplitoffs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly annual cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇bi▇▇ or ▇r other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including including, without limitation, the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇bill ▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-spin- offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be possible, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Rights Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Rights Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (and shall give prompt written notice of such election to the Rights Agent), until the occurrence of such event the event, issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve Adjustments for Dividends, Distributions, Stock Splits, Etc. (i) In case the actual Company shall pay or potential economic value make a dividend or other distribution on Common Stock in Common Stock, each Fixed Settlement Rate in effect at the close of business on the Rightsdate fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Fixed Settlement Rate by a fraction of which: (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination; and (B) the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, if such increase to become effective immediately at the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (ii) In case the Company shall issue rights, warrants or options, other than pursuant to any dividend reinvestment plans or share purchase plans, to all holders of its Common Stock (not being available on an equivalent basis to Holders of the Common SPACES upon settlement of the Stock Purchase Contracts underlying such Common SPACES) entitling them, for a period expiring within 45 days after the record date for the determination of stockholders entitled to receive such rights, warrants or options, to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the date of this Rights Agreement there announcement of such issuance, each Fixed Settlement Rate in effect at the close of business on the date of such announcement shall be increased by dividing such Fixed Settlement Rate by a fraction of which: (A) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price; and (B) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date of such announcement plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the Business Day following the date of such announcement. The Company agrees that it shall notify the Stock Purchase Contract Agent if any change issuance of such rights, warrants or options is cancelled or not completed following the announcement thereof and each Fixed Settlement Rate shall thereupon be readjusted to the Fixed Settlement Rate in effect immediately prior to the date of such announcement. For the purposes of this paragraph (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not issue any such rights, warrants or options in respect of shares of Common Stock held in the treasury of the Company. (iii) In case outstanding shares of Common Stock shall be subdivided or the Preferred split into a greater number of shares of Common Stock, whether by reason each Fixed Settlement Rate in effect at the close of stock dividendsbusiness on the day preceding the day upon which such subdivision or split becomes effective shall be proportionately increased, stock splitsand, recapitalizationsconversely, mergers, consolidations, combinations or exchanges in case outstanding shares of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock shall each be combined into a smaller number of shares of Common Stock, such Settlement Rate in effect at the close of business on the day preceding the day upon which such combination becomes effective shall be proportionately reduced, such increase or Preferred Stockreduction, as the case may be be, to become effective immediately at the opening of business on the day following the day upon which such subdivision, split or otherwise combination becomes effective. (other than a distribution iv) In case the Company shall, by dividend or otherwise, distribute to all holders of the Rights its Common Stock evidences of its indebtedness or regular quarterly assets (including shares of capital stock, securities, cash dividends and property but excluding any rights, warrants or event described options referred to in paragraph (i) or (ii) of this Section 11 or 145.04(a), and any dividend or distribution paid exclusively in cash), each Fixed Settlement Rate in effect at the close of business on the date fixed for the determination of stockholders entitled to receive such distribution shall be adjusted by dividing such rate by a fraction of which: (A) the numerator shall be the Current Market Price per share of Common Stock on the date fixed for such determination less the then in such event fair market value (as determined by the Board of Directors Directors, whose determination shall be conclusive and the basis for which shall be generally described in a Board Resolution) of the Company shall make such appropriate adjustments in portion of the number assets or evidences of shares of Preferred Stock, Common Stock or other securities, as indebtedness so distributed applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each to one share of Common Stock; and (B) the denominator shall be such that following Current Market Price per share of Common Stock, such adjustment such event shall not have had to become effective at the effect opening of reducing or limiting business on the benefits day following the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, date fixed for the Purchase Price, the adjusted number and kind determination of securities purchasable from time stockholders entitled to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) receive such distribution. In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.this paragraph

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock bonus issues, share dividends, stock share splits, subdivisions, reclassifications, recapitalizations, mergers, amalgamations, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, or otherwise, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right to receive ▇▇▇eive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the RightsIf, if at any time or from time to time after the date of this Rights Agreement there Warrant, the Company shall issue or distribute to all holders of shares of Common Stock by reason of their ownership thereof evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor (any such non-excluded event being herein called a “Special Dividend”)), the Per Share Warrant Price shall be adjusted (effective upon such issuance or distribution) by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then-current Per Share Warrant Price less the fair market value (as determined in good faith by the Company’s Board of Directors) of the evidence of indebtedness, cash, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be the then-current Per Share Warrant Price. An adjustment made pursuant to this subsection 3(a) shall become effective immediately prior to the payment date but after the record date of any such Special Dividend. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (b) In case the Company shall hereafter (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reverse-split its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, then the Per Share Warrant Price and the number of Warrant Shares shall forthwith be proportionately decreased and increased, respectively, in the case of a subdivision, distribution or stock dividend, or proportionately increased and decreased, respectively, in the case of a combination or reverse stock split. The Aggregate Warrant Price payable for the then total number of Warrant Shares available for exercise under this Warrant shall remain the same. Adjustments made pursuant to this subsection 3(b) shall become effective on the record date in the case of a dividend or distribution, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend, distribution, subdivision or combination is not consummated in full, the Per Share Warrant Price and Warrant Shares shall be readjusted accordingly. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of all or substantially all of the assets of the Company, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company but excluding any exchange of securities or merger with another corporation in which the Company is a continuing corporation and that does not result in any reclassification of or similar change in the Common Stock Stock), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Preferred Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant; provided, however, that if the Holder of this Warrant shall have the right thereafter to cash or in the event that the payment of securities, cash or other property as contemplated hereunder on exercise of this Warrant triggers or could reasonably be expected to trigger adverse tax consequences on the Holder of this Warrant under Section 409A, such payment shall be made to the Holder of this Warrant on the consummation of the transaction described in this Section 3(c). The above provisions of this subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holder not less than twenty (20) days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, whether however, that any adjustments which by reason of stock dividendsthis subsection 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, stock splitsfurther, recapitalizationshowever, mergersthat adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this subsection 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution, consolidationsif any, combinations to the Holder of this Warrant or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock issuable upon the exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or Preferred Stockto the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or otherwise (other than a distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Rights Company to its stockholders shall not be taxable. (e) The number of Warrant Shares issuable upon exercise of this Warrant shall be automatically adjusted in the event that the Company consummates a Qualified Financing on or regular quarterly cash dividends or event described in Section 11 or 14after the date hereof, such that this Warrant is exercisable into one percent (1.0%) of the Company’s outstanding Common Stock determined on a fully diluted basis, after giving effect to such Qualified Financing (including the conversion into capital stock of all Senior Bridge Notes triggered by such Qualified Financing). The Company shall promptly issue a replacement Warrant to Holder reflecting the aggregate number of Warrant Shares underlying this Warrant, after any adjustment provided herein. Once the Company has consummated a Qualified Financing, then the adjustment provided for herein shall terminate. For the avoidance of doubt, the number of Warrant Shares underlying this Warrant shall be adjusted after giving effect to such Qualified Financing, so that the Warrant Shares equal one percent (1.0%) percent of the sum of (i) then-outstanding shares of Common Stock, plus (ii) all equity securities issued to holders of the Company’s Senior Bridge Notes pursuant to the conversion thereof triggered by the Qualified Financing, plus (iii) the equity securities issuable to investors investing directly into such Qualified Financing, in each case determined on a fully diluted basis. (f) Whenever the Per Share Warrant Price or the number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of the Holder in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such event adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. The Company may, but shall not be obligated to unless requested by the Holder, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holder. (g) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holder not less than ten (10) days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (h) If, as a result of an adjustment made pursuant to this Section 3, the Holder thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a written notice to the Holder promptly after such adjustment) shall determine, in good faith, the allocation of the adjusted Per Share Warrant Price between or among shares or such classes of capital stock or shares of Common Stock and other capital stock. (i) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of the adjustments set forth in this Section 3 then, in each such appropriate case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments in described therein. (j) Upon the expiration of any rights, options, warrants or conversion privileges with respect to the issuance of which an adjustment to the Per Share Warrant Price had been made, if such option, right, warrant or conversion shall not have been exercised, the number of Warrant Shares purchasable upon exercise of this Warrant, to the extent this Warrant has not then been exercised, shall, upon such expiration, be adjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the number of shares of Preferred Common Stock, Common Stock if any, actually issued or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as amount of a record date for a specified event, consideration actually received by the Company may elect to defer until upon such exercise plus the occurrence amount of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securitiesconsideration, if any, issuable upon actually received by the Company for the issuance, sale or grant of all such exercise over and above the Preferred Stock and/or other securitiesrights, if anyoptions, issuable before giving effect to such adjustmentwarrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities effect of decreasing the number of Warrant Shares purchasable upon the occurrence exercise of this Warrant by an amount in excess of the event requiring amount of the adjustment initially made in respect of the issuance, sale or grant of such adjustmentrights, options, warrants or conversion privileges. (k) It is intended that any adjustment under this Section 3 shall be performed in a manner consistent with Section 409A.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock (or the number and kind of other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than shares of Common Stock, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the shares of Common Stock issuable upon exercise of the Rights shall apply, as nearly as reasonably may be, on like term, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Common Stock or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Common Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred shares of Common Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred shares of Common Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right ri▇▇▇ to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares, or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the RightsIn addition to Sections 3 and 4, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock which may be purchased pursuant to this Warrant and the Exercise Price are subject to adjustment as set out in this Section 1. (a) As of the first anniversary of the date of this Warrant, assuming this Warrant has not been previously exercised in full prior thereto, the number of shares of Common Stock which may be purchased pursuant to this Warrant shall equal (i) 10% of the number of shares of Common Stock then issued and outstanding, (ii) less the number of shares of Common Stock which may have been issued pursuant to one or other more partial exercises prior thereto. If prior to the second anniversary of the date of this Warrant and if Tera is a party to a merger or consolidation pursuant to which the holders of a majority of the shares of Common Stock prior to the transaction do not hold a majority of the shares of the voting securities of the surviving entity after such transaction or is a party to a sale of all or substantially all of the assets of Tera, then for not less than twenty days prior to the closing of any such merger, consolidation or sale, this Warrant shall be exercisable for 100% of the total number of shares covered hereby. If such merger, consolidation or sale occurs prior to the first anniversary of the date of this Warrant, and if this Warrant has not been previously exercised in full prior thereto, the number of shares of Common Stock which may be purchased pursuant to this Warrant shall equal 10% of the number of shares of Common Stock issued and outstanding as of immediately prior to such sale, consolidation or sale, less the number of shares of Common Stock which may have been issued pursuant to one or more partial exercises prior thereto. If Tera does not file a registration statement with the Securities and Exchange Commission covering the resale of the shares of Common Stock underlying this Warrant within three months of the issuance of this Warrant, or does not so file subsequent registration statements covering additional shares of Common Stock that subsequently become subject to this Warrant, then the number of shares subject to this Warrant shall increase by 1% of the number of shares of Common Stock then issued and outstanding for each three months that the registration statement is not filed. If prior to the Annual Meeting of Shareholders in 2002, the Board of Directors removes T▇▇▇▇▇ ▇. ▇▇▇▇▇▇ from the position of Chairman of the Board, then the number of shares issuable pursuant to this Warrant shall increase by 2% of the number of shares of Common Stock then issued and outstanding, effective upon such removal. No such adjustment shall be made if T▇▇▇▇▇ ▇. ▇▇▇▇▇▇ resigns from such position. If T▇▇▇▇▇ ▇. ▇▇▇▇▇▇ terminates his relationship with the Company, then the Holder may exercise this Warrant only with respect to the number of shares as to which may be purchased hereunder as of the date Holder has given notice of such termination. If the Company terminates its relationship with T▇▇▇▇▇ ▇. ▇▇▇▇▇▇, then effective upon such termination this Warrant shall be exercisable for 100% of the shares of Common Stock which may be purchased hereunder, and if such termination occurs prior to the first anniversary of the date of this Warrant, the number of shares of which may be purchased pursuant to this Warrant shall equal 10% of the number of shares of Common Stock then issued and outstanding, less the number of shares of Common Stock which may have been issued pursuant to one or more partial exercises prior thereto. For purposes of this Warrant, the phrase "the number of shares of Common Stock issued and outstanding" as of a particular time shall mean all shares of Common Stock then issued and outstanding plus all shares of Common Stock then issuable pursuant to convertible securities, as applicable issuable warrants, options and other rights then issued and outstanding, including this Warrant and all shares of Common Stock issued upon exercise of each Rightthis Warrant but excluding all shares of Common Stock issued after March 31, 1999, for a consideration of $12.00 per share or greater or which are issuable on the Purchase Price first anniversary for a consideration of $12.00 per share or greater and Redemption Price in effect at such time and all shares issued or issuable pursuant to options granted after June 1, 1999, under the Companys 1999 Stock Option Plan. If the number of Rights outstanding at such time (including shares of Common Stock issuable pursuant to the convertible securities, warrants, options and other rights varies depending upon the market price for the Companys Common Stock, then the number of Rights or fractional Rights associated with each share shares then issuable shall depend upon the Market Price for the Common Stock as of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such eventdate. (b) All Rights originally issued by The Exercise Price shall be the Company subsequent to any adjustment made lesser of the Exercise Price set forth in this first paragraph above (as may be adjusted pursuant to the amount provisions of Preferred Stock Section 3 or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind 4 of securities purchasable from time to time hereunder upon exercise this Warrant) or 105% of the Rights, all subject to further adjustment as provided hereinMarket Price on the first anniversary of this Warrant. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockExchangeable Shares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise Exchangeable Shares (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Exchangeable Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockExchangeable Share) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Exchangeable Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Exchangeable Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Exchangeable Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Exchangeable Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Exchangeable Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Exchangeable Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right ▇▇▇▇t to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares of the Company (including any entity regarded as such pursuant to Section 11(c)(III) hereof) or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizationsrecapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of Common Shares of the Common Stock Company (including any entity regarded as such pursuant to Section 11(c)(III) hereof) or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or any regular quarterly periodic cash dividends established from time to time by the Board of Directors of the Company) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing issuance to the holder of any Right exercised after such record date of the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or Shares or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise Shares (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Common Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Common Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Common Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Common Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Common Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Common Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Common Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve If prior to the actual Effective Time, Clearday should split, combine or potential economic value otherwise reclassify the Clearday Common Shares, or the Clearday Preferred Shares, or make a distribution payable in any such shares of the Rightscapital stock of Clearday, if at or otherwise change any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders such shares of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution capital stock of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or Clearday into any other securities, as applicable issuable upon exercise or make or pay any other dividend or distribution, then (without limiting any other rights of each RightParent or Purchaser hereunder), the Purchase Price and Redemption Price Merger Consideration of the applicable Clearday securities shall be ratably adjusted, it being acknowledged that the aggregate Merger Consideration will not be changed. (ii) If prior to the Effective Time, Parent should split, combine or otherwise reclassify the Parent Common Stock, or make a distribution in effect at such time Parent Common Stock, or otherwise change the Parent Common Stock into other securities, or make or pay any other dividend or distribution, then the Exchange Ratio used for the securities issued by Clearday shall be ratably adjusted. (iii) In addition to the foregoing, Clearday shall have the right, to the extent consistent with the DGCL and the terms of the applicable securities issued by Clearday or its applicable Subsidiaries, and to the extent it does not adversely impact the economic or legal benefits to Parent and its stockholders hereunder, to allocate or reallocate the aggregate number of Rights outstanding at such time Parent Common Stock that is issued on the Effective Date or issuable under the terms of the (including the number of Rights or fractional Rights associated with each share of Common StockA) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits Parent New Preferred issued to the holders of the Rights would have had absent such event. Clearday Preferred Shares, or (bB) All Rights originally Parent Warrants issued by the Company subsequent to any adjustment made to the amount holders of the Clearday Warrants, or (C) the exchange or conversion of the Clearday Care Preferred Stock or other securities relating the OZ LP Units; provided that (X) any such allocation or reallocation shall first be documented in an appropriate amendment to a right shall evidence this Agreement in form and substance reasonably acceptable to Parent and Clearday; and (Y) the right to purchase, for aggregate amount of Parent Common Stock so issued or issuable is not more than the Purchase Price, the adjusted number and kind aggregate Clearday Allocation of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinPost-Closing Diluted Shares. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time, excepting Excluded Issuances, as set forth in this Section 8. (a) To preserve Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. (i) In case the actual or potential economic value Issuer after the Original Issue Date shall do a Fundamental Transaction (the occurrence of any Fundamental Transaction, a “Triggering Event”), proper provision shall be made to the RightsExercise Price and the number of shares of Warrant Shares that may be purchased upon exercise of this Warrant so that, if upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the date consummation of such Triggering Event, to the extent this Rights Agreement there shall be any change Warrant is not exercised prior to such Triggering Event, to receive at the Exercise Price as adjusted to take into account the consummation of such Triggering Event, in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securities, cash and property to which the Holder would have been entitled upon the consummation of such Triggering Event if the Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a stockholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 8. Upon the ▇▇▇▇▇▇’s request, the continuing or Preferred Stocksurviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of Warrant Shares, as cash or property and the case may be or otherwise adjusted Exercise Price pursuant to the terms and provisions of this Section). (ii) In the event that the Holder has elected not to exercise this Warrant prior to the consummation of a Triggering Event, the surviving entity and/or each Person (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other Issuer) which may be required to deliver any securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights cash or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable property upon the exercise of the Rightsthis Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Right Certificates theretofore Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to the Holder such securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), the Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly delivered to the Holder an opinion of counsel for the surviving entity and/or each such Person, which counsel shall be reasonably satisfactory to the Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter issued may continue to express in full force and effect and the terms which were expressed in hereof (including, without limitation, all of the initial Right Certificates issued hereunder. provisions of this subsection (da)) In any case in which action taken pursuant to Section 12(a) requires that an adjustment shall be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing applicable to the holder securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustmentrights pursuant hereto.

Certain Adjustments. (a) To preserve the actual or potential economic value of the RightsIf, if at any time after the date hereof and on or prior to the Effective Time, the outstanding shares of this Rights Agreement there HRB Shares shall be any change in the Common Stock or the Preferred Stock, whether changed into a different number of shares by reason of stock dividendsany reclassification, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securitiesrecapitalization, split-upsup, combination or exchange of shares, or any dividend payable in stock or other securities is declared thereon with a record date within such period, or any similar event shall occur, the Merger Consideration, the Series A Preferred Exchange Ratio, or the Series B Exchange Ratio will be adjusted accordingly to provide to the holders of GFH Shares or GFH Preferred Shares, respectively, the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization, split-offsup, spin-offscombination, liquidationsexchange or dividend or similar event. In the event that the sum of (i) the number of GFH Shares presented for exchange pursuant to Section 2.2 or otherwise issued and outstanding at the Effective Time, other similar changes in capitalization, any distribution and (ii) the number of GFH Shares issuable upon the exercise of options (whether pursuant to GFH Stock Options or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders otherwise) as of the Common Stock or Preferred StockEffective Time, as shall be greater than the case may be or otherwise sum of (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in x) the number of shares of Preferred Stock, Common Stock or other securities, GFH Shares represented in Section 3.2 as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights being outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders as of the Rights would have had absent such event. date hereof, and (by) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities GFH Shares issuable upon the exercise of GFH Stock Options represented in Section 3.2 as being outstanding as of the Rightsdate hereof, then the Right Certificates theretofore per share Merger Consideration shall be appropriately and thereafter proportionately decreased to take into account such additional issued may continue to express and outstanding, and issuable GFH Shares. In the terms which were expressed in event that the initial Right Certificates issued hereunder. (d) In any case in which action taken number of Series A GFH Preferred Shares presented for exchange pursuant to Section 12(a) requires that an adjustment be made effective 2.2 as of a record the Effective Time shall be greater than the number of Series A GFH Preferred Shares represented in Section 3.2 as being outstanding as of the date for a specified eventhereof, then the Company may elect Series A Exchange Ratio shall be appropriately and proportionately decreased to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive take into account such additional securities upon the occurrence of the event requiring such adjustmentissued and outstanding, and issuable Series A GFH Preferred Shares.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, Shares whether by reason of stock dividendsdividend, stock splitssplit, recapitalizationsrecapitalization, mergersmerger, consolidationsconsolidation, combinations combination or exchanges exchange of securities, split-upsup, split-offsoff, spin-offsspin off, liquidations, liquidation or other similar changes change in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the NWBio's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Common Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Common Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11(a) and 12(a), and the provisions of Sections 8, 9 and 10 with respect to the Common Shares shall apply, as nearly as reasonably as may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent NWBio subject to any adjustment made to in the amount of Preferred Stock Common Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Common Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company NWBio may elect to defer (and shall provide Rights Agent prompt written notice of any such election) until the occurrence of such event the issuing to the a holder of any Right exercised after such record date the Preferred Stock Common Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Common Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company NWBio shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in (A) declare a dividend on the Common Stock or the Preferred payable in shares of Common Stock, whether by reason (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or Preferred Stockmerger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such proportionately adjusted so that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date time shall be entitled to receive, upon payment of the Preferred aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock and/or other securitiesor capital stock, as the case may be, which, if anysuch Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, issuable as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by a majority of the Preferred Disinterested Directors after receiving advice from one or more investment banking firms selected by the Disinterested Directors, to be (a) at a price which is fair to the shareholders of the Company (taking into account all factors which the Disinterested Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its shareholders, other than such Acquiring Person, its Affiliates and its Associates (a "Qualified Offer"); or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of shares of Common Stock and/or for which a Right was before that time exercisable, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights --Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon the exercise of such adjustmentRight and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such securities being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares of Common Stock or other equity securities and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the per share or per unit value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-upssplit­ups, split-offssplit­offs, spin-offsspin­offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company’s Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 hereof, and the provisions of Sections 7, 9 and 10 hereof with respect to the Preferred Shares shall apply, as nearly as reasonably may be possible, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Rights Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Rights Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) hereof requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (and shall give prompt written notice of such election to the Rights Agent), until the occurrence of such event the event, issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14)each such event, then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock (or the number and kind of other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than shares of Common Stock, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the shares of Common Stock issuable upon exercise of the Rights shall apply, as nearly as reasonably may be, on like term, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Common Stock or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Common Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred shares of Common Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred shares of Common Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including including, without limitation, the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right to receive t▇ ▇▇ceive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise over and above been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Preferred Stock and/or other securitiesadjustment provided for in this Section 11(a)(i) shall be in addition to, if anyand shall be made prior to, issuable before giving effect any adjustment required pursuant to such adjustment; providedSection 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, howeverat any time after the date of this Agreement, that directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall deliver to be the continuing or surviving corporation of such holder a due ▇▇▇▇ merger or other appropriate instrument evidencing such holder's right to receive such additional securities upon combination and the occurrence Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event requiring causing such adjustment.Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of

Certain Adjustments. (a) To preserve the actual or potential economic value of the RightsIf, if at any time after the date hereof and on or prior to the Effective Time, the outstanding shares of this Rights Agreement there HRB Shares shall be any change in the Common Stock or the Preferred Stock, whether changed into a different number of shares by reason of stock dividendsany reclassification, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securitiesrecapitalization, split-upsup, combination or exchange of shares, or any dividend payab le in stock or other securities is declared thereon with a record date within such period, or any similar event shall occur, the Merger Consideration, the Series A Preferred Exchange Ratio, or the Series B Exchange Ratio will be adjusted accordingly to provide to the holders of GFH Shares or GFH Preferred Shares, respectively, the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization, split-offsup, spin-offscombination, liquidationsexchange or dividend or similar event. In the event that the sum of (i) the number of GFH Shares presented for exchange pursuant to Section 2.2 or otherwise issued and outstanding at the Effective Time, other similar changes in capitalization, any distribution and (ii) the number of GFH Shares issuable upon the exercise of options (whether pursuant to GFH Stock Options or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders otherwise) as of the Common Stock or Preferred StockEffective Time, as shall be greater than the case may be or otherwise sum of (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in x) the number of shares of Preferred Stock, Common Stock or other securities, GFH Shares represented in Section 3.2 as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights being outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders as of the Rights would have had absent such event. date hereof, and (by) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the t he number of shares of Preferred Stock or number or kind of other securities GFH Shares issuable upon the exercise of GFH Stock Options represented in Section 3.2 as being outstanding as of the Rightsdate hereof, then the Right Certificates theretofore per share Merger Consideration shall be appropriately and thereafter proportionately decreased to take into account such additional issued may continue to express and outstanding, and issuable GFH Shares. In the terms which were expressed in event that the initial Right Certificates issued hereunder. (d) In any case in which action taken number of Series A GFH Preferred Shares presented for exchange pursuant to Section 12(a) requires that an adjustment be made effective 2.2 as of a record the Effective Time shall be greater than the number of Series A GFH Preferred Shares represented in Section 3.2 as being outstanding as of the date for a specified eventhereof, then the Company may elect Series A Exchange Ratio shall be appropriately and proportionately decreased to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive take into account such additional securities upon the occurrence of the event requiring such adjustmentissued and outstanding, and issuable Series A GFH Preferred Shares.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event that: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by a majority of the Board after receiving advice from one or more recognized investment banking firms selected by the Board, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its Subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-hundredth of a share of Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredth of a share of Preferred Stock and/or for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Restated Articles of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such adjustmentshares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) (Redemption and Termination -- Redemption) expires (the later of (x) and (y) being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change (A) declare a dividend on Preferred Stock payable in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the shares of the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights — Termination of Acquiring Person’s Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (A) (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by the Board, prior to the public announcement of such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the Board, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power — Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1%, the total number of votes entitled to be cast generally by the holders of the shares of Common Stock then outstanding, voting together as a class, which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights — Termination of Acquiring Person’s Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current applicable Purchase Price by the then number of one one-thousandths of a share of Preferred Stock and/or for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares calculated being referred to as the “ADJUSTMENT SHARES”). (iii) In the event that the number of shares of Common Stock that are authorized by the Company’s Restated Certificate of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the “CURRENT VALUE”) over (2) the Purchase Price (such excess, issuable before giving effect the “SPREAD”), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights — Termination of Acquiring Person’s Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have substantially the same dividend, voting and liquidation rights as shares of Common Stock and are deemed in good faith by the Board of Directors to have substantially the same value as the shares of Common Stock (such adjustmentshares of preferred stock being referred to as “COMMON STOCK EQUIVALENTS”)), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-in Event being referred to herein as the “FLIP-IN TRIGGER DATE”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the applicable Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the “SUBSTITUTION PERIOD”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement (with prompt written notification to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt written notification to the Rights Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the shares of Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the applicable Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the event requiring such adjustment.applicable Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11(a) and 12(a), and the provisions of (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer defer, until the occurrence of such event the event, issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇bill ▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Company's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be possible, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer defer, until the occurrence of such event the event, issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the -------------------- actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, -------- ------- that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer with prompt notice thereof to the Rights Agent until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights - Termination of Acquiring Person's Rights), the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock and/or (or other securitiescapital stock, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise over and above been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the Preferred Stock and/or other securitiesadjustment provided for in this Section 11(a)(i) shall be in addition to, if anyand shall be made prior to, issuable before giving effect any adjustment required pursuant to such adjustment; providedSection 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, howeverat any time after the date of this Agreement, that directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall deliver to be the continuing or surviving corporation of such holder a due ▇▇▇▇ merger or other appropriate instrument evidencing such holder's right to receive such additional securities upon combination and the occurrence Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event requiring causing such adjustment.Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board of Directors, prior to the public announcement of such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the Board of Directors, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power - Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person,

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in the Common Stock or (A) declare a dividend on the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes Stock payable in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common (B) subdivide or split the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares, or other securities(D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as applicable issuable upon exercise otherwise provided in this Section 11(a) and Section 7(e) (Exercise of each RightRights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights) hereof, the Purchase Price and Redemption Price in effect at the time of the record date for such time dividend or of the effective date of such subdivision, split, combination or reclassification, and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities capital stock, as the case may be, issuable upon the exercise of the Rightson such date, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires shall be proportionately adjusted so that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record time shall be entitled to receive, upon payment of the aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock (or Common Stock and/or other securities, if anyas the case may be) transfer books of the Company were open, issuable such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by the Board, prior to the public announcement of such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the Board, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Board deems relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or (B) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip-over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one- thousandths of a share of Preferred Stock and/or for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon exercise of the Rights and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board has deemed to have essentially the same value or economic rights as shares of Common Stock (such adjustmentshares of preferred stock being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-in Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to as the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a) because such holder's right issuance would nullify, restrict or disparately reduce the per share voting rights of holders of Common Stock, the Company shall: (A) determine the Spread, and (B) with respect to receive each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) equity securities of the Company, including, without limitation, Common Stock Equivalents, other than securities which would have the effect of nullifying, restricting or disparately reducing the per share voting rights of holders of Common Stock, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in (A) declare a dividend on the Common Stock or the Preferred payable in shares of Common Stock, whether by reason (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or Preferred Stockmerger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such proportionately adjusted so that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date time shall be entitled to receive, upon payment of the Preferred aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock and/or other securitiesor capital stock, as the case may be, which, if anysuch Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, issuable as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive b y virtue of such dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). ii) In the event: (1) Any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, or (2) subject to Section 23 (Redemption and Termination), any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a Flip-over Event, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and above on terms determined by the Preferred Board of Directors, prior to the public announcement of such tender offer or exchange offer, after receiving advice from one or more investment banking firms selected by the Board of Directors, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interests of the Company and its stockholders, other than such Acquiring Person, its Affiliates and its Associates; or b) During such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or transactions to which the provisions of Section 13(a) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Flip- over Event) apply (whether or not with or into or otherwise involving an Acquiring Person) which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, promptly following the occurrence of any such Flip-in Event (whether described in Section 11(a)(ii)(A) or (B)), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of shares of Common Stock, such number of shares of Common Stock and/or of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event, and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares being referred to as the "Adjustment Shares"). iii) In the event that the number of shares of Common Stock that are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other securitiesthan upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), if anythe Company shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, issuable before giving effect the "Spread"), and (B) with respect to each Right, subject to Section 7(e)(Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company, (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Purchase Price), where such adjustmentaggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the first occurrence of a Flip-in Event (the date of such Flip-In Event being referred to herein as the "Flip-in Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or other equity securities could be authorized for issuance upon exercise in full of the Rights, the thirty (30) calendar day period set forth above may be extended to the extent necessary, but not more than ninety (90) calendar days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, the "Substitution Period"). To the extent that the Company determines that some action needs to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such holder first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a due ▇▇▇▇ public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. iv) If the rules of the national securities exchange, registered as such pursuant to Section 6 of the Exchange Act, or of the national securities association, registered as such pursuant to Section 15A of the Exchange Act, on which the Common Stock is principally traded or quoted would prohibit such exchange or association from listing or continuing to list, or from authorizing for or continuing quotation and/or transaction reporting through an inter-dealer quotation system, the Common Stock or other appropriate instrument evidencing equity securities of the Company if the Rights were to be exercised for shares of Common Stock in accordance with subparagraph (ii) of this Section 11(a), the Company shall: (A) determine the Spread, and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, or (3) any combination of the foregoing, having an aggregate value equal to the Current Value, where such holder's right to receive such additional securities aggregate value has been determined by the Board based upon the occurrence advice of a recognized investment banking firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) calendar days following the Flip-in Trigger Date, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, cash having an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iv), the Company (x) shall provide, subject to Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights, but not longer than ninety (90) calendar days after the Flip-in Trigger Date, in order to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event requiring of any such adjustmentsuspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iv), the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Certain Adjustments. (a) To preserve the actual or potential economic value In case of the Rights, if at any time after the date reclassification of this Rights Agreement there shall be any change in the Common Stock or any compulsory share exchange pursuant to which the Preferred StockCommon Stock is converted into other securities, cash or property, then the Holder shall have the right thereafter to exercise this Warrant only into the shares of stock and other securities and property receivable upon or deemed to be (b) In case of the closing of any (1) merger or consolidation of the Company with or into another Person, or (2) sale by the Company of more than one-half of the assets of the Company (on a book value basis) in one or a series of related transactions, or (3) tender or other offer or exchange (whether by reason the Company or another Person) pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, stock, cash or property of the Company or another Person; then the Holder shall have the right thereafter to (A) exercise this Warrant for the shares of stock dividendsand other securities, stock splitscash and property receivable upon or deemed to be held by holders of Common Stock following such merger, recapitalizationsconsolidation or sale, mergers, consolidations, combinations or exchanges and the Holder shall be entitled upon exercise of this Warrant to receive such amount of securities, split-upscash and property as the Common Stock for which this Warrant could have been exercised immediately prior to such merger, split-offsconsolidation or sales would have been entitled, spin-offsor (B) in the event of an exchange or tender offer or other transaction contemplated by clause (3) of this Section, liquidationstender or exchange this Warrant for such securities, stock, cash and other similar changes property receivable upon or deemed to be held by holders of Common Stock that have tendered or exchanged their shares of Common Stock following such tender or exchange, and the Holder shall be entitled upon such exchange or tender to receive such amount of securities, cash and property as the shares of Common Stock for which this Warrant could have been exercised immediately prior to such tender or exchange would have been entitled as would have been issued. The terms of any such merger, sale, consolidation, tender or exchange shall include such terms so as continue to give the Holder the right to receive the securities, cash and property set forth in capitalizationthis Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such events. (c) All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (d) If (i) the Company shall declare a dividend (or any distribution other distribution) on its Common Stock; or issuance (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of cash, assets, evidences of indebtedness its Common Stock; or stock subscription rights, options or warrants (iii) the Company shall authorize the granting to all holders of the Common Stock rights or Preferred Stock, as warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (iv) the case may be or otherwise (other than a distribution approval of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors any stockholders of the Company shall make such appropriate adjustments be required in connection with any reclassification of the number of shares of Preferred Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock or is converted into other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time cash or property; or (including the number of Rights or fractional Rights associated with each share of Common Stockv) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall cause to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right be mailed to receive such additional securities each Holder at their last addresses as they shall appear upon the occurrence of Warrant Register, at least 30 calendar days prior to the event requiring such adjustment.applicable record or effective date

Certain Adjustments. (a) To preserve i. In the actual or potential economic value event of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock capital structure or business of the Preferred Stock, whether Company by reason of any stock dividendsdividend or extraordinary dividend, stock splitssplit or reverse stock split, recapitalizations, mergers, consolidations, combinations recapitalization or exchanges reclassification of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalizationits capital stock, any distribution sale or issuance transfer of cashall or substantially all of the Company's assets or business, assetsor any similar change affecting the Company's capital structure and the Company determines an adjustment is appropriate under this Agreement, evidences then the aggregate number of indebtedness shares which thereafter may be issued and the Exercise Price of such shares pursuant to this Section 3 shall be appropriately adjusted consistent with such change. ii. In the event of a merger or consolidation or similar event in which the Company is not the surviving entity or in the event of any transaction that results in the acquisition of all or substantially all of the Company's outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert (an "Acquisition Event"), then the Holder shall thereafter upon exercise of an Option be entitled to receive the number of shares of capital stock subscription rights, options or warrants other securities or property of the successor corporation resulting from such Acquisition Event to holders of which the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described Company, deliverable upon the exercise of this Option, would have been entitled upon such Acquisition Event if this Option had been exercised immediately prior to such Acquisition Event. In any such case, appropriate adjustment (as reasonably determined in Section 11 or 14), then in such event good faith by the Board of Directors of the Company Company) shall make be made in the application of the provisions set forth in this Option with respect to the rights and interests thereafter of the Holder such appropriate that the provisions set forth in this Option (including those relating to adjustments in of the Exercise Price and the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of this Option) shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the Rights, exercise hereof as if this Option had been exercised immediately prior to such Acquisition Event and the Right Certificates theretofore and thereafter issued may continue to express Holder hereof had carried out the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring exchange as provided for by such adjustmentAcquisition Event.

Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of each Warrant then outstanding are subject to adjustment from time to time as set forth in this Section 11. (a) To preserve In the actual or potential economic value event of changes in the outstanding Common Stock of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether Company by reason of stock dividends, stock splitssplit-ups, recapitalizations, mergers, consolidationsreclassifications, combinations or exchanges of securitiesshares, split-upsseparations, split-offs, spin-offsreorganizations, liquidations, other similar changes in capitalizationconsolidation, any distribution acquisition of the Company (whether through merger or issuance acquisition of cash, assets, evidences of indebtedness substantially all the assets or stock subscription of the Company), or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares or other property as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until the event requiring adjustment. (i) If, at any time while the Warrants are outstanding, the Company issues additional shares of Common Stock or rights, warrants, options or warrants to holders other securities or debt convertible, exercisable or exchangeable for shares of the Common Stock or Preferred Stockotherwise entitling any individual or entity to acquire shares of Common Stock (collectively, as “Common Stock Equivalents”) at an effective net price to the case may be or otherwise Company per share of Common Stock (other the “Effective Price”) less than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14)current Exercise Price, then the Exercise Price shall be reduced, upon each such issuance, to equal the product of (A) the Exercise Price in effect immediately prior to such event issuance of Common Stock or Common Stock Equivalents times (B) a fraction, the Board numerator of Directors which shall be the sum of the Company shall make such appropriate adjustments in (1) the number of shares of Preferred Stock, Common Stock or other securitiesoutstanding immediately prior to such issuance, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time plus (including the number of Rights or fractional Rights associated with each share of Common Stock2) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Common Stock which is determined by dividing the aggregate consideration received by the Company in connection with the issuance of such additional Common Stock Equivalents by the Effective Price in effect prior to such issuance, and the denominator of which is the aggregate number of shares of Common Stock deemed outstanding immediately after such issuance. For purposes of this paragraph, in connection with any issuance of any Common Stock Equivalents, (A) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or number exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, (B) the Effective Price applicable to such Common Stock shall equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or kind exchange them into Common Stock (net of any discounts, fees, commissions and other securities issuable expenses), divided by the Deemed Number. No further adjustment shall be made to the Exercise Price upon the actual issuance of Common Stock upon conversion, exercise or exchange of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereundersuch Common Stock Equivalents. (dii) In If, at any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified eventtime while the Warrants are outstanding, the Company may elect issues Common Stock Equivalents with an Effective Price or a number of underlying shares that floats or resets or otherwise varies or is subject to defer until adjustment based (directly or indirectly) on market prices of the occurrence Common Stock (a “Floating Price Security”) in a transaction the primary purpose of which is to raise capital, then for purposes of applying the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Date of Exercise and will be deemed to be equal to the lowest Effective Price at which any holder of such event Floating Price Security is entitled to acquire Common Stock on such Date of Exercise (regardless of whether any such holder actually acquires shares on such date). (iii) Notwithstanding the issuing foregoing, no adjustment will be made under this Section 11 (a) upon the issuance of any equity securities or any securities convertible into equity securities in connection with employee benefit plans, (b) upon the issuance of equity securities or securities convertible into equity securities in connection with equipment leases or similar financing transactions or to strategic partners for non-cash consideration, (c) in connection the an anti-dilution adjustment to Company securities outstanding on the date of this Warrant Agreement, (d) upon other issuances which are not capital raising transactions, (e) to the holder extent the Exercise Price would be adjusted to an amount less than the Market Price on the last Trading Day immediately prior to the date of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustmentthis Warrant Agreement.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares, or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇b▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the RightsIn addition to Sections 3 and 4, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securitieswhich may be purchased pursuant to this Warrant is subject to adjustment as set out in this Section 1. (a) If prior to June 21, as applicable issuable upon exercise of each Right2001, the Purchase Price Company is a party to a merger or consolidation pursuant to which the holders of a majority of the shares of Common Stock prior to the transaction do not hold a majority of the shares of the voting securities of the surviving entity 2 after such transaction or is a party to a sale of all or substantially all of the assets of the Company, then for not less than twenty days prior to the closing of any such merger, consolidation or sale, this Warrant shall be exercisable for 100% of the total number of shares covered hereby. If the Company does not file a registration statement with the Securities and Redemption Price in effect at such time and Exchange Commission covering the resale of the shares of Common Stock underlying this Warrant by March 31, 2001, or does not so file subsequent registration statements covering additional shares of Common Stock that subsequently become subject to this Warrant, then the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all shares subject to further adjustment as provided herein. (c) Irrespective this Warrant shall increase by 1% of any adjustment or change in the Purchase Price or the number of shares of Preferred Common Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore then issued and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date outstanding for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, each three months that the Company shall deliver to such holder a due registration statement is not filed. If Terr▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇minates his relationship with the Company, then the Holder may exercise this Warrant only with respect to the number of shares as to which may be purchased hereunder as of the date Holder has given notice of such termination. If the Company terminates its relationship with Terr▇▇ ▇. ▇▇▇▇▇▇, ▇▇en effective upon such termination this Warrant shall be exercisable for 100% of the shares of Common Stock which may be purchased hereunder, less the number of shares of Common Stock which may have been issued pursuant to one or more partial exercises prior thereto. For purposes of this Warrant, the phrase "the number of shares of Common Stock issued and outstanding" as of a particular time shall mean all shares of Common Stock then issued and outstanding plus all shares of Common Stock then issuable pursuant to convertible securities, warrants, options and other appropriate instrument evidencing such holder's right rights then issued and outstanding, including this Warrant and all shares of Common Stock issued upon exercise of this Warrant but excluding all shares of Common Stock issued after March 31, 1999, for a consideration of $12.00 per share or greater or which are issuable on the first anniversary for a consideration of $12.00 per share or greater and all shares issued or issuable pursuant to receive such additional securities options granted after June 1, 1999, under the Company'stock option plans. If the number of shares of Common Stock issuable pursuant to the convertible securities, warrants, options and other rights varies depending upon the occurrence market price for the Company's Common Stock, then the number of shares then issuable shall depend upon the event requiring Market Price for the Common Stock as of such adjustmentdate.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares, or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, or any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right to ▇▇ receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, Shares whether by reason of stock dividendsdividend, stock splitssplit, recapitalizationsrecapitalization, mergersmerger, consolidationsconsolidation, combinations combination or exchanges exchange of securities, split-upsup, split-offsoff, spin-offsspin off, liquidations, liquidation or other similar changes change in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the NWBio's Board of Directors of the Company shall make such appropriate adjustments in the number of shares Common Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Common Shares, then the number of such securities so receivable upon exercise of any Right thereafter shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11(a) and 12(a), and the provisions of Sections 8, 9 and 10 with respect to the Common Shares shall apply, as nearly as reasonably as may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent NWBio subject to any adjustment made to in the amount of Preferred Stock Common Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder under this Rights Agreement upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Common Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunderunder this Rights Agreement. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company NWBio may elect to defer (and shall provide Rights Agent prompt written notice of any such election) until the occurrence of such event the issuing to the a holder of any Right exercised after such record date the Preferred Stock Common Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Common Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company NWBio shall deliver to such holder a due ▇▇▇▇ bill or other appropriate instrument evidencing such holder's right to receive ▇▇▇eive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like term, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. In the event the Company issues or is deemed under this Section 2.4 to have issued any shares of Common Stock on or prior to a Closing Date at an Effective Price less than the Per Share Price, the Per Share Price shall be reduced for purposes of each Closing held after such issuance or deemed issuance to the lowest such Effective Price and the number of Shares to be issued at each such Closing shall be increased so that the product of the Per Share Price, as so adjusted, multiplied by the number of Shares equals the aggregate purchase price paid at such Closing by the Purchaser. In the event the Company issues or is deemed to have issued under this Section 2.4 any shares of Common Stock after a Closing and prior to the six-month anniversary of such Closing at an Effective Price less than the Per Share Price, then within two Business Days of such issuance or deemed issuance, the Company, for no additional consideration, shall issue and deliver to the Purchaser an additional number of shares of Common Stock equal to the difference between (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock or the Preferred Stock, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock or Preferred Stock, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent been issued to the Purchaser at all Closings held after the date that is six months prior to the date of such event. issuance or deemed issuance if the Per Share Price were equal to the CUSIP No. 073677 10 6 SCHEDULE 13D (Amendment No. 3) lowest such Effective Price minus (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Common Stock actually issued to the Purchaser at all such Closings. For purposes of this Section 2.4, the Company shall be deemed to have issued shares of Common Stock if it issues any securities convertible into Common Stock or number any option, warrant or kind other right to acquire Common Stock. This Section 2.4 shall not apply to, and no adjustment shall be made by reason of, the issuance of other securities issuable upon (i) any shares of Common Stock pursuant to the conversion of any security outstanding on the date hereof, (ii) any shares of Common Stock issued pursuant to the exercise of any option, warrant or other right to acquire Common Stock outstanding on the Rightsdate hereof, the Right Certificates theretofore and thereafter (iii) any securities issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(aany employee benefit plan approved by the Company’s Board of Directors or its Compensation Committee, (iv) requires that an adjustment be made effective as any securities issued in connection with any merger or consolidation of a record date for a specified event, the Company may elect with another Person or the purchase by the Company of all or substantially all of the assets of any other Person, (v) any securities issued pursuant to defer until a stock split, stock dividend or recapitalization involving the occurrence Company, (vi) shares of such event the issuing Common Stock issued to the holder Purchaser pursuant to this Section 2.4 or (vii) securities issued in replacement of any Right exercised after such record date securities issued pursuant to the Preferred Stock and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustmentpreceding subsections (i) – (vi).

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares, or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14Rights), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇b▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event; provided, that if those Directors participating in such determination shall disagree, the determination shall be made in such manner as approved by a majority of the Continuing Directors. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer with prompt notice thereof to the Rights Agent until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including including, without limitation, the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential -------------------- economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares, or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instru▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Rights Agreement. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which that were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇b▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (ai) To preserve In the actual or potential economic value of event the Rights, if Company shall at any time after the date of this Rights Agreement there shall be any change in (A) declare a dividend on the Common Stock or the Preferred payable in shares of Common Stock, whether by reason (B) subdivide or split the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or Preferred Stockmerger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, split, combination or reclassification, and the number and kind of shares of Common Stock or capital stock, as the case may be, issuable on such date, shall be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14), then in such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares of Preferred Stock, Common Stock or other securities, as applicable issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common Stock) such proportionately adjusted so that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock or other securities relating to a right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (c) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (d) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date time shall be entitled to receive, upon payment of the Preferred aggregate adjusted Purchase Price then in effect necessary to exercise a Right in full, the aggregate number and kind of shares of Common Stock and/or other securitiesor capital stock, as the case may be, which, if anysuch Right had been exercised immediately prior to such date and at a time when the Common Stock (or other capital stock, issuable as the case may be) transfer books of the Company were open, such holder would have owned upon such exercise over and above the Preferred Stock and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right been entitled to receive by virtue of such additional securities upon dividend, subdivision, split, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the occurrence adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event: (1) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the event requiring such adjustment.date of this Agreement, directly or indirectly,

Certain Adjustments. (a) To to preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-split offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare, as the case may be) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the other provisions of this Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided hereinin this Agreement. (cd) Irrespective of Right Certificates shall represent the right to purchase Preferred Shares or other securities purchasable from time to time hereunder, including any adjustment or change in the Purchase Price or the number of shares of Preferred Stock or number or kind of other securities issuable purchasable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued even though such certificates may continue to express the terms which were expressed in securities purchasable at the time of issuance of the initial Right Certificates issued hereunderCertificates. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's ’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, or any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends or event described in Section 11 or 14dividends), then or otherwise, then, in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12, and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms, to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; providedPROVIDED, howeverHOWEVER, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.

Certain Adjustments. (a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there shall be any change in the Common Stock Shares or the Preferred StockShares, whether by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences of indebtedness or stock subscription rights, options or warrants to holders of the Common Stock Shares or Preferred StockShares, as the case may be or otherwise (other than a distribution of the Rights or regular quarterly cash dividends dividends) or event described otherwise, then, in Section 11 or 14), then in each such event the Board of Directors of the Company shall make such appropriate adjustments in the number of shares Preferred Shares (or the number and kind of Preferred Stock, Common Stock or other securities, as applicable ) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each share of Common StockShare) such that following such adjustment such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event. (b) If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions of Sections 11 and 12 and the provisions of Sections 7, 9 and 10 with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities. (c) All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Stock Shares or other securities relating to a right Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (cd) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock Shares or number or kind of other securities issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms which were expressed in the initial Right Certificates issued hereunder. (de) In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the Preferred Stock Shares and/or other securities, if any, issuable upon such exercise over and above the Preferred Stock Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however, that the Company shall deliver to such holder a due ▇▇▇▇ or other appropriate instrument evidencing such holder's right to receive such additional securities upon the occurrence of the event requiring such adjustment.