Common use of Exchange Clause in Contracts

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, Stock Acquisition Date exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock (or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Equivalents) at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of the distribution by CPC to its stockholders of one hundred percent (100%) of the outstanding Common Stock (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or any such Subsidiary, or any entity holding Common Stock as a fiduciary for or pursuant to the terms of any such employee benefit plan or employee stock plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to and in compliance with subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights, which excludes Rights that have become void pursuant to the provisions of Section 7(e) hereof, shall be to receive that number of Exchange Securities shares of Common Stock, or Common Stock Equivalents, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide file notice of such Board action with the Rights Agent and give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required, pursuant to this Section 24, to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates, with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Price of a whole share of Common Stock. For the purposes of this paragraph (d), the Current Market Price of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same Current Market Price as the Common Stock on such date.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange Common Shares of the Company for all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security Common Share of the Company per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person shall have become becomes the Beneficial Owner of 50% or more of the shares Common Shares of Common Stock the Company then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Prior to effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors of the Company may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities Common Shares of the Company issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities Common Shares of the Company pursuant to the exchange shall be entitled to receive such Exchange Securities Common Shares of the Company (and any dividends or distributions made thereon after the date on which such Exchange Securities Common Shares of the Company are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange (with prompt written notice thereof to the holders of such Rights in accordance with Section 26 hereofAgent); provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares of the Company for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the number of Exchange Securities Company issued but not outstanding, outstanding or authorized but unissuedunissued (after taking into account, and, in each case, not reserved for issuance for purposes other than upon exercise at the discretion of the RightsBoard of Directors of the Company, is not sufficient any necessary reserves of Common Shares of the Company) to permit any the exchange of Rights as contemplated in accordance with this Section 2424(a) hereof, then the Company shall either (i) take all such action as may be necessary to authorize additional Exchange Securities Common Shares of the Company for issuance upon exchange of the RightsRights or (ii) with respect to each Right (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof), make adequate provision to substitute, for each Common Share of the Company that would otherwise be issuable upon exchange of a Right, (A) Preferred Shares (or fractions of a Preferred Share), (B) Common Stock Equivalents, or (C) any combination of the foregoing, in any case set forth in clauses (A) through (C) above, having an aggregate value equal to the product of the current per share market price of the Common Shares of the Company times the Exchange Ratio as of the date of issuance of such shares or fraction thereof, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of an investment banking firm selected by the Board of Directors of the Company; provided, that, for purposes of this Section 24(c), (x) the value of each Common Share of the Company shall be the current per share market price of the Common Shares of the Company (as determined pursuant to Section 11(d) hereof), (y) the value of each Preferred Share shall be the current per share market price of the Preferred Shares (as determined pursuant to Section 11(d) hereof), and (c) the value of any Common Stock Equivalent shall be deemed to be the same value as a Common Share of the Company, in each case, as of the date of issuance of such shares or fraction thereof. To the extent that action is to be taken pursuant to the preceding sentence, the Company may suspend the exercisability of the Rights in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to the preceding sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect. (d) The Company shall not be required to issue fractions of Common Shares of the Company or Preferred Shares or to distribute certificates which evidence fractional Common Shares of the Company or Preferred Shares. In lieu of such fractional Common Shares of the Company or Preferred Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company or Preferred Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company or Preferred Share. For the purposes of this paragraph (d), the current market value of a whole Common Share of the Company or Preferred Share shall be the closing price of a Common Share of the Company or Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Shares at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange, and exchange shall be entitled to receive all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities securities (and any dividends or distributions made thereon after the date on which such Exchange Securities securities are deposited in the Trusttrust) only from the Trust such trust and solely upon compliance with the relevant terms and provisions of the Trust Agreementtrust agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange (with prompt written notice thereof to the holders of such Rights in accordance with Section 26 hereofAgent); provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units shares of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one-hundredth of a share of Preferred Stock or one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide make a public notice announcement of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give make, or any defect in, such public announcement shall not affect the validity of such exchange. Promptly after the action of the Board of Directors ordering the exchange of the Rights becoming effective, the Company shall mail a notice of such exchange to the Rights Agent and all of the holders of the then outstanding Rights in accordance with Section 26 hereof (provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange). Any notice which is mailed in the manner herein provided in Section 26 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number there shall not be authorized and unissued shares of Exchange Securities Common Stock and/or authorized and issued but not outstanding, or authorized but unissued, and, shares of Common Stock held in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not its treasury sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (subject to Section 14(b) hereof) such that the value per share of Preferred Stock as determined by the Board of Directors multiplied by such number or fraction is equal to the Current Market Price per share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the Current Market Price per share of Common Stock as of the Trading Day immediately prior to the record date of exchange pursuant to this Section 24.

Exchange. (ai) The Upon a Liquidation (as defined in the Series C Designation) of the Company, by action (ii) after 30 days written notice from Purchaser of an Event of Non- Compliance (as defined in the Board Series C Designation) if such Event of Directors, may, at its option, Non- Compliance has not been cured or (iii) on or at any time after the first occurrence fifth anniversary of the Closing Date, each Common Share held by Purchaser may be exchanged at Purchaser's option into one-half of a Section 11(a)(ii) Event, Series C Preferred Share. 10.2 Purchaser may exercise the exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void right pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock10.1 above by delivering to the Company, at its principal office or at the election office of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicableits transfer agent, the “Exchange Securities”certificate or certificates for the shares to be exchanged, duly endorsed or assigned in blank or to the Company (if required by it), at an accompanied by written notice (the "Exchange Notice") stating that the holder elects to exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a)shares. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received been effected on the date when such delivery is made (the "Effective Date"). As promptly as consideration for practicable thereafter, the Company shall issue and deliver to or upon the written order of such issuance a benefit having a value that is at least equal holder, to the aggregate par value of the Exchange Securities so issued. Approval place designated by the Board of Directors of the exchange shall constitute such holder, a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to certificate or certificates for the number of such Rights held by Series C Preferred Shares to which such holder multiplied by the Exchange Ratiois entitled. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange Person in whose name the certificate or certificates for Series C Preferred Shares are to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided be issued shall be deemed givento have become a stockholder of record on the applicable Effective Date unless the transfer books of the Company are closed on that date, whether or not in which event such Person shall be deemed to have become a stockholder of record on the holder receives the notice. Each such notice of exchange shall state the method by next succeeding date on which the transfer books are open. Upon an exchange of Exchange Securities only a portion of the number of shares covered by a certificate Common Shares surrendered for Rights will be effected and, in the event of any partial exchange, the number Company shall issue and deliver to or upon the written order of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the holder of the certificate so surrendered for exchange, at the expense of the Company, a new certificate for the number of Rights (other than Rights which have become null and void pursuant to Common Shares representing the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise unexchanged portion of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rightscertificate so surrendered.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(iii) hereof) (i) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), A Shares at an exchange ratio of one Exchange Security A Share per RightRight (in the case of Rights which prior to the Distribution Date were evidenced by certificates for A Shares), as and (ii) for B Shares at a ratio of one B Share per Right (in the case of Rights which prior to the Distribution Date were evidenced by certificates for B Shares), appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, SCL, any Subsidiary of the Company or SCL, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Voting Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares carrying 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, total voting rights which may be cast at any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange general meeting of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateCompany. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof24, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities A Shares or B Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the A Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(iii) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities there shall not be sufficient A Shares or B Shares issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities A Shares or B Shares for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). If the Board elects to exchange all the Rights for Common Stock pursuant to this Section 24 prior to the physical distribution of the Rights Certificates, the Company may distribute the Common Stock issuable in the exchange in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the date of such distribution. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the Any action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereofshall be irrevocable and, immediately upon the taking of such action and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock or Preferred Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(b)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) The Company may, at its option, by action of the Board, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board based upon the advice of one or more nationally recognized investment banking firms.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Shares at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan entered into by the Company to secure benefits payable under any employee benefit plan of the Company or any Subsidiary of the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares representing fifty percent (50% %) or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at such last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares for Rights will be effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of such Rights. (c) In the event that the number of Exchange Securities there shall not be sufficient Common Shares issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(iii) hereof.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Shares at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.Common Shares equal (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or common stock equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares or common stock equivalents authorized by the number Company's certificate of Exchange Securities issued but incorporation and not outstandingoutstanding or subscribed for, or authorized but unissued, and, in each case, not reserved or otherwise committed for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. Section 25.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after a Stock Acquisition Date (and, if the first occurrence of a Section 11(a)(ii) EventDistribution Date has not then occurred, after the Distribution Date), exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void and nontransferable pursuant to the provisions of Section 7(e7(f) hereof) for Units consideration per Right consisting of one-half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(a) (the consideration issuable per Right pursuant to this Section 16 being the “Exchange Consideration”). The Board of Directors of the Company may, at its option, issue, in substitution for Preferred Stock, shares of Common Stock in an amount per whole share of Preferred Stock or equal to the Formula Number if there are sufficient shares of Common Stock, at the election of Stock issued but not outstanding or authorized but unissued. If the Board of Directors (such Units elects to exchange all the Rights for Exchange Consideration pursuant to this Section 16 prior to the physical distribution of Preferred Stock or shares of Common Stock, as applicablethe Rights Certificates, the “Company may distribute the Exchange Securities”)Consideration in lieu of distributing Right Certificates, at an in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after Rights Certificates on the date hereof (of such exchange ratio being the “Exchange Ratio”)distribution. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than an Exempt Person or a Permitted Holder) which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner beneficial owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence . (b) Any action of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors Company ordering the exchange of any Rights pursuant to Section 24(a16(a) hereofshall be irrevocable and, immediately upon the taking of such action and without any further action and without any notice, the right to exercise any such Rights Right shall terminate and the only right thereafter of a holder of such Rights Right shall be to receive that number of the Exchange Securities equal to the number of Consideration in exchange for each such Rights Right held by such holder multiplied by the Exchange Ratioholder. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of the Rights for the Exchange Securities for Rights Consideration will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which shall have become null and void and nontransferable pursuant to the provisions of Section 7(e) hereof7(f)) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Corporation may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(iii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Shares at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after Right for one-half of the date Common Shares that would be issuable at such time upon the exercise of one Right in accordance with Section 7 hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a. (b) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction action of the Board of Directors in connection with ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 shall be validly issuedirrevocable and, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Corporation promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares or other securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(iii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Corporation, at its option, may substitute equivalent common shares, as such term is defined in Section 11(h) hereof, for Common Shares exchangeable for Rights, as appropriately adjusted to reflect adjustments in the voting rights of the Common Shares pursuant to the terms thereof, so that the fraction of an equivalent common share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that the number of Exchange Securities there shall not be sufficient Common Shares issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company Corporation shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares for issuance upon exchange of the Rights. (e) The Corporation shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Corporation shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, Stock Acquisition Date exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(iii) hereof) for Units of Preferred Common Stock (or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Equivalents) at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Amended and Restated Rights Agreement (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”") (provided that if there is then a Proposed Acquiror, the Rights may not be exchanged without the prior recommendation of a majority of its Independent Directors at a time at which there are at least two Independent Directors). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than a Company Entity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to and in compliance with subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights, which excludes Rights that have become void pursuant to the provisions of Section 11(a)(iii) hereof, shall be to receive that number of Exchange Securities shares of Common Stock, or Common Stock Equivalents, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide file notice of such Board action with the Rights Agent and give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(iii)) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required, pursuant to this Section 24, to issue shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates, with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same current market value as the Common Stock on such date.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"), provided that the shares of Common Stock so exchanged shall be of the same class or series which the holders of such Rights would have been entitled to receive upon the exercise thereof. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or 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), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Voting Securities of the Company then outstanding representing 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange Voting Power of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateCompany. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio, provided that the shares of Common Stock so exchanged shall be of the same class or series which the holder of such Rights would have been entitled to receive upon the exercise thereof. The Company shall promptly provide make a public notice announcement of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give make, or any defect in, such public announcement shall not affect the validity of such exchange. Promptly after the action of the Board of Directors ordering the exchange of the Rights becoming effective, the Company shall mail a notice of such exchange to the Rights Agent and all of the holders of the then outstanding Rights in accordance with Section 26 hereof (provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange). Any notice which is mailed in the manner herein provided in Section 26 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but there shall not outstanding, or be authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise and unissued shares of the Rights, is not applicable class or series of Common Stock and/or authorized and issued shares of the applicable class or series of Common Stock held in its treasury sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of the applicable class or series of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of the applicable class or series of Common Stock, the Company shall substitute, for each share of such class or series of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of the applicable series of Preferred Stock or fraction thereof (subject to Section 14(b) hereof) such that the Current Market Price per share of the applicable series of Preferred Stock multiplied by such number or fraction is equal to the Current Market Price per share of such class or series of Common Stock as of the date of issuance of such shares of such series of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the Current Market Price per share of the applicable class or series of Common Stock as of the Trading Day immediately prior to the record date of exchange pursuant to this Section 24.

Exchange. (a) The CompanyAs soon as practicable, by action of the Board of Directorsbut no more than three Business Days, may, at its option, at any time after the first occurrence Effective Time, provided that Company has cooperated to make the necessary information available thereto a sufficient time in advance, the Exchange Agent shall mail to each holder of record of a Section 11(a)(ii) Event, exchange all Certificate or part Certificates a form letter of the then-outstanding and exercisable Rights transmittal (which shall not include Rights specify that have become null delivery shall be effected, and void pursuant risk of loss and title to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stockthe Certificates shall pass, at the election only upon delivery of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, Certificates to the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after Agent) and instructions for use in effecting the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more surrender of the shares Certificates in exchange for payment of Common either (i) the Per Share Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Consideration pursuant to this Section 24(aAgreement or (ii) the Per Share Cash Consideration. Additionally, the Exchange Agent shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange provide a form of the Rights by letter of transmittal to the Board Company prior to the Closing Date. Upon surrender of Directors may be made effective at such timea Certificate for exchange and cancellation to the Exchange Agent, on such basis and together with such conditions as the Board letter of Directors may establish. Without limiting the generality of the foregoingtransmittal, in connection with effecting such an exchangeduly executed, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve holder (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directorsany agent thereof) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange such Certificate shall be entitled to receive promptly in exchange therefor a certificate issued to such Exchange Securities holder (and or any dividends or distributions made thereon after agent thereof) representing either (x) the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions number of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Acquiror Common Stock or Units (y) the amount of Preferred Stock (as cash to which such holder shall have become entitled pursuant to the case may be)provisions of Article II hereof, and the Company Certificate so surrendered shall forthwith be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequatecanceled. (b) Immediately upon the action As of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereofEffective Time, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights there shall be to receive no transfers on the stock transfer books of the Company of the Common Stock that number of Exchange Securities equal were issued and outstanding immediately prior to the number of Effective Time. If, after the Effective Time, Certificates representing such Rights held by such holder multiplied by shares are presented for transfer to the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; providedAgent, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided they shall be deemed given, whether canceled and exchanged for the Per Share Stock Consideration or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, Per Share Cash Consideration as provided in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rightsthis Article III. (c) Acquiror, any Affiliate of Acquiror, any Affiliated Person or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of Common Stock or the Company Options such amounts as Acquiror (or any Affiliate of Acquiror or Affiliated Person) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under Nevada Law, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by Acquiror (or any Affiliate of Acquiror or Affiliated Person) or the Exchange Agent and paid over to the appropriate taxing authority, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Common Stock or the Company Options in respect of whom such deduction and withholding were made by such Person. (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate (whether the record holder or any agent thereof) to be lost, stolen or destroyed, and, if required by Acquiror, the posting by such Person of a bond in such amount as Acquiror may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue to the holder (or any agent thereof) in exchange for such lost, stolen or destroyed Certificate a certificate representing the number of shares of Acquiror Common Stock to which such holder shall have become entitled in respect thereof pursuant to this Agreement. If payment of the Per Share Stock Consideration or Per Share Cash Consideration is to be made to any Person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of the payment or issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting such exchange shall pay to the Exchange Securities issued but not outstandingAgent in advance any transfer or other similar taxes required by reason of the payment of the Per Share Stock Consideration or Per Share Cash Consideration to any Person other than the registered holder of the Certificate surrendered, or authorized but unissuedrequired for any other reason relating to such holder or requesting Person, and, in each case, not reserved for issuance for purposes other than upon exercise or shall establish to the reasonable satisfaction of Acquiror and the Rights, Exchange Agent that such tax has been paid or is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rightspayable.

Exchange. (a) The Company, by action Company shall cause to be kept at the Corporate Trust Office of the Board of Directors, may, at its option, at Trustee a register (the register maintained in such office and in any time after the first occurrence of a Section 11(a)(ii) Event, exchange all other office or part agency of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant Company in a Place of Payment being herein sometimes collectively referred to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors "Security Register") in which, subject to such reasonable regulations as it may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directsprescribe, the Company shall enter into provide for the Trust Agreement registration of Securities and shall issue to of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the trust created by such agreement (purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the “Trust”) all office or some (as designated by the Board of Directors) agency of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board Company in a Place of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a PersonPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may enter into be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such arrangements office or implement agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such procedures as it deems necessary registration of transfer or appropriate exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to minimize the possibility Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any Exchange Securities issuable upon registration of transfer or exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void of Securities, other than exchanges pursuant to Section 7(e304, 906 or 1107 not involving any transfer. If the Securities of any series (or of any series and specified tenor) hereof. Any Exchange are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities issued at the direction of the Board that series (or of Directors in connection with this Section 24(a) shall be validly issuedthat series and specified tenor, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and ) during a period beginning at the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to opening of business 15 days before the aggregate par value day of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter mailing of a holder notice of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange and shall promptly mail notices any Security so selected for redemption in whole or in part, except the unredeemed portion of any such exchange to the holders of such Rights Security being redeemed in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchangepart. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the The provisions of Section 7(eClauses (1), (2), (3) hereofand (4) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient below shall apply only to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.Global Securities:

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) for Units of Preferred Stock or shares of Common Stock, at the election Shares of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Company at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of any such plan appointed by the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares Common Shares of Common Stock the Company then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at as such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with Prior to effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities Common Shares or common stock equivalents, to the extent applicable pursuant to Section 24(c), issuable pursuant to the exchangeexchange (and any cash in lieu of fractional shares), and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities Common Shares or common stock equivalents (and any dividends or distributions made thereon after the date on which such Exchange Securities shares are deposited in the TrustTrust and any cash in lieu of fractional shares) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares of the Company for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the number of Exchange Securities Company issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares of the Company, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of preferred shares or fraction thereof such that the current per share market price of one preferred share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such preferred shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The CompanySubject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Triggering Event, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give (i) prompt written notice to the Rights Agent of such exchange; and (ii) public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), then the Company shall either take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing shares of Common Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing shares of Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, shares of Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of shares of Common Stock on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall (i) give prompt written notice to the Rights Agent of such suspension; and (ii) issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock (as determined pursuant to the terms hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before the Share Acquisition Date, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (e) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange with a reasonably detailed description thereof to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the shares of Common Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (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 organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Before effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities shares of Common Stock (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) holders of the Persons Rights entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of any such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice (with prompt notice thereof to the Rights Agent) of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)) held by each holder of Rights. Prior to effecting an exchange and registering shares of Common Stock (or such other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action actions as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a"). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding or (ii) the occurrence of an event specified in connection with Section 13(a) hereof. Prior to effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “"Trust Agreement”"). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “"Trust”") all or some (as designated by the Board of Directors) of the Exchange Securities shares of Common Stock issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) Following the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24, the Company may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights that have become void pursuant to Section 7(e) hereof. In furtherance thereof, if so directed by the Company, shares of Common Stock (or other consideration) potentially issuable to holders of Rights upon an exchange pursuant to this Section 24, who have not verified to the satisfaction of the Company, in its sole discretion, that they are not Acquiring Persons, may be deposited in a trust established by the Company pending receipt of appropriate verification. (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one-one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (e) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (f) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (f), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The CompanySubject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by action majority vote of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors in an amount per Right (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof hereof) as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, (y) dividing that product by fifty percent (50%) of the current market price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such first occurrence, and (z) multiplying that quotient by fifty percent (50%) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”"Ratio of Exchange"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), then the Company shall either take all such action as may be necessary to authorize additional Exchange Securities Common Stock for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value (as defined below), in lieu of issuing Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the current per share market price of Common Stock (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)) multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current per share market value of a whole share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (e) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection (e) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The CompanySubject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by action majority vote of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security (1) share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange RatioRatio of Exchange”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange (with prompt written notice thereof to the holders of such Rights in accordance with Section 26 hereofAgent); provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the legality or validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), then the Company shall either take all such action as may be necessary to authorize additional Exchange Securities Common Stock for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value (as defined below), in lieu of issuing Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the current per share market price of Common Stock (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)) multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current per share market value of a whole share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (e) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection (e) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights will be effected.

Exchange. (a1) The CompanyAs soon as reasonably practicable after the Effective Time but no later than fourteen (14) days thereafter, by action the Surviving Corporation shall cause to be mailed to each record holder, as of the Board Effective Time, of Directorsshares of Company Stock, may, at its option, at any time after the first occurrence (i) a letter of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights transmittal (which shall not include Rights be in customary form and shall specify that have become null delivery shall be effected, and void risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use of the letter of transmittal in effecting the surrender of the Certificates for payment of the applicable Merger Consideration therefor. (2) In effecting the payment and delivery of the applicable Merger Consideration in respect of Company Stock entitled to the applicable Merger Consideration pursuant to Section 7(e) hereof) for Units 3.1, upon the surrender of Preferred Stock or a Certificate, the Exchange Agent shall deliver the number of whole shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Acquiror Common Stock, as well as cash sufficient to make payments in lieu of any fractional shares of Acquiror Common Stock pursuant to Section 3.3(c), which such holder is entitled to receive as Merger Consideration in accordance with this Article 3. Upon such delivery, such Certificate so surrendered shall forthwith be canceled. (3) If Acquiror Common Stock is to be remitted to a Person other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of such delivery: (a) that the Certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer, and (b) the Person requesting such delivery shall pay to the Exchange Agent any transfer or other taxes required by reason of the delivery to a Person, other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. (4) Until surrendered in accordance with the provisions of this Section 3.3, each Certificate shall, after the Effective Time, represent for all purposes only the right to receive upon such surrender, the “Exchange Securities”)applicable Merger Consideration applicable thereto, at an exchange ratio of one Exchange Security per Rightwithout any interest thereon, as appropriately adjusted subject to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoingrequired withholding Taxes, the Board delivery of Directors which shall not be empowered deemed to effect such exchange at any time after any Acquiring Person shall have become be the Beneficial Owner satisfaction in full of 50% or more of all rights pertaining to the shares of Common Company Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the TrustMerger. (5) only from the Trust and solely upon compliance with the relevant terms and provisions The stock transfer books of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal closed immediately upon the Effective Time and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. On or after the Effective Time, any Certificates presented to the aggregate par value Exchange Agent or the Surviving Corporation for any reason shall be cancelled and exchanged into the applicable Merger Consideration and, if applicable, cash payment in lieu of the Exchange Securities so issued. Approval by the Board fractional shares of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights Acquiror Common Stock pursuant to Section 24(a) hereof3.3(c), and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal with respect to the number shares of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of RightsStock formerly represented thereby. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election Shares of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Company at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at as such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with Prior to effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities Common Shares or common stock equivalents, to the extent applicable pursuant to Section 24(c), issuable pursuant to the exchangeexchange (and any cash in lieu of fractional shares), and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities Common Shares or common stock equivalents (and any dividends or distributions made thereon after the date on which such Exchange Securities shares are deposited in the TrustTrust and any cash in lieu of fractional shares) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities there shall not be sufficient Common Shares issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company may, at its sole option, pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the any Person first occurrence of a Section 11(a)(ii) Eventbecomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have not become null and effective or that have become void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a an event specified in Section 13 Event13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option and in the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any an exchange of Rights as contemplated in accordance with this Section 24, then the Company shall may, in its discretion, take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. In the event that the Company shall determine not to take such action or shall, after good faith effort, be unable to take such action as may be necessary to authorize such additional shares of Common Stock, the Board of Directors, at its option shall (i) adjust the Exchange Ratio to permit the Company to use all of its issued but not outstanding and its authorized but unissued Common Stock to effectuate a full exchange of all of the then outstanding and exercisable Rights or (ii) substitute, to the extent of such insufficiency and only to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, cash and/or a number of shares of preferred stock or fractions thereof (or Common Stock equivalents as such term is defined in Section 11(b)), having an aggregate value equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of delivery of such cash and/or shares of preferred stock or fractions thereof (or Common Stock equivalents). (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock (as determined in accordance with Section 11(d) hereof) for the Trading Day immediately prior to the date of such exercise or exchange. (e) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above).

Exchange. (a) The CompanySubject to Section 25(d), by action of the Board of Directors, Directors of the Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventtime that any Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) and Section 11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election Stock of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Company at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any such subsidiary, any entity holding shares of Common Stock for or pursuant to the terms of any such plan or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 25 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) and Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 2425, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights; and, consistent with the provisions of Section 9(e) and Section 11(a)(iii) hereof, in the event the Company is unable to cause shares of Common Stock to be delivered in exchange for Rights for any reason within 90 days after the announcement of the decision to exchange Rights pursuant to Section (a) of this Section 25, the Company shall substitute for each share of Common Stock otherwise issuable upon the exchange of Rights, cash, other assets or other securities of the Company (or any combination of the foregoing) having an aggregate value equal to the "current per share market price" (as determined pursuant to Section 11(d)(ii) hereof), as determined by the Board of Directors of the Company.

Exchange. (1) As soon as reasonably practicable after the Effective Time but no later than fourteen (14) days thereafter, the Surviving Corporation shall cause to be mailed to each record holder, as of the Effective Time, of shares of Company Common Stock, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the certificates shall pass, only upon proper delivery of the certificates to the Exchange Agent) and (ii) instructions for use of the letter of transmittal in effecting the surrender of the certificates for payment of the applicable Merger Consideration therefor. (2) In effecting the payment and delivery of the applicable Merger Consideration in respect of Shares entitled to the applicable Merger Consideration pursuant to Section 3.1, upon the surrender of such Shares, the Exchange Agent shall deliver the number of whole shares of Acquiror Common Stock represented by such holder’s properly surrendered certificates that such Shares are entitled to receive as Merger Consideration in accordance with this ARTICLE 3. Upon such delivery, such Shares so surrendered shall forthwith be canceled. (3) If Acquiror Common Stock is to be remitted to a Person other than that in which the certificate for Shares surrendered for exchange is registered, it shall be a condition of such delivery: (a) The Companythat the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer, and (b) the Person requesting such delivery shall pay to the Exchange Agent any transfer or other taxes required by action reason of the Board delivery to a Person, other than that of Directorsthe registered holder of the certificate surrendered, mayor shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. (4) Until surrendered in accordance with the provisions of this Section 3.4, at its optioneach certificate shall, at any time after the first occurrence Effective Time, represent for all purposes only the right to receive upon such surrender, the applicable Merger Consideration applicable thereto, without any interest thereon, subject to any required withholding Taxes, the delivery of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant be deemed to Section 7(e) hereof) for Units be the satisfaction in full of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted all rights pertaining to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Company Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the TrustMerger. (5) only from the Trust and solely upon compliance with the relevant terms and provisions The stock transfer books of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal closed immediately upon the Effective Time and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. On or after the Effective Time, any certificates presented to the aggregate par value of Exchange Agent or the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of Surviving Corporation for any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights reason shall be to receive that number of Exchange Securities equal cancelled and exchanged into the applicable Merger Consideration with respect to the number shares of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of RightsCommon Stock formerly represented thereby. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly (i) give notice of such exchange to the Rights Agent and (ii) give public notice of such exchange. Within 10 days after the occurrence action of a Section 13 Event, any the Board of Directors ordering the exchange of Rights that theretofore have not been exchanged pursuant to this Section 24(a24, the Company shall give notice to the holders of Rights that have been exchanged by mailing a notice of such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Notwithstanding anything in this Section 24 to the contrary, failure to give any notice contemplated by this subsection (b) or any defect in such notice or the giving of such notice shall thereafter be exercisable only in accordance with not affect the validity of any exchange under this Section 13 hereof and may not be exchanged 24. (c) Following the action of the Board of Directors ordering the exchange of any Rights pursuant to this Section 24(a24, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 7(e). The Before effecting an exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchangepursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some a portion (as designated by the Board of Directors) of the Exchange Securities shares of Common Stock (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board holders of Directors) of the Persons Rights entitled to receive Exchange Securities such shares or securities pursuant to the exchange shall be entitled to receive such Exchange Securities shares or securities (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with Prior to effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements require (or implement such procedures cause the trustee of the Trust to require), as it deems necessary or appropriate to minimize the possibility a condition thereof, that any Exchange Securities issuable upon exchange pursuant holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to this Section 24(a) are received by Persons whose determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereofand not transferable or exerciseable or exchangeable in connection herewith. Any Exchange Securities shares of Common Stock or other securities issued at the direction of the Board of Directors in connection with any exchange authorized under this Section 24(a) 24 shall be validly issued, fully paid paid, and nonassessable shares of Common Stock or Units of Preferred Stock such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities shares so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) Immediately upon of Section 11 hereof) for Common Stock exchangeable for Rights, at the action initial rate of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter one one-hundredth of a holder share of such Rights shall be Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to receive that number of Exchange Securities equal to reflect stock splits, stock dividends and other similar transactions after the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 date hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (ce) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (f) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) (i) The Company, by action of the Board of Directors, Company may, at its option, at any time after any Person becomes an Acquiring Person, upon resolution by the first occurrence Board of a Section 11(a)(ii) EventDirectors, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the “Section 27(a)(i) Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall Company may not be empowered to effect such exchange at any time after any Acquiring Person shall have become Person, together with all of its Related Persons, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights rights that theretofore have not been exchanged pursuant to this Section 24(a27(a)(i) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a27(a)(i). The Before effecting an exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchangepursuant to this Section 27, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement Agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities Common Stock issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) holders of the Persons Rights entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, at any time after any Person becomes an Acquiring Person, determine, and instruct the first occurrence of a Section 11(a)(ii) EventRights Agent, to exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), ADSs at an exchange ratio of one-half of one Exchange Security ADS per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect initiate such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Ordinary Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of DirectorsBoard) of the Exchange Securities issuable securities to be exchanged for the Rights pursuant to the exchangethis Section 24, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board) of such Exchange Securities securities (and any dividends or distributions made thereon after the date on which such Exchange Securities securities are deposited in the Trusttrust) only from the Trust such trust and solely upon compliance with the relevant terms and provisions of the Trust Agreementtrust agreement. In connection with effecting an exchange pursuant If the Rights are to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Personbe exchanged, the Company may enter into such arrangements or implement such procedures shall instruct the Rights Agent as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors timing and procedures to be used for that such consideration is adequateexchange. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a24 (or at such later times as the Board may establish for the effectiveness of such exchange) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities ADSs equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities ADSs for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities there shall not be sufficient Ordinary Shares issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to deliver fractions of ADSs. In lieu of such fractional Ordinary Shares or ADSs, the Company shall pay to the registered holders of the Rights with regard to which such fractional ADSs or Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole ADS. For the purposes of this paragraph (d), the current market value of a whole ADS shall be the closing price of an ADS for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Notwithstanding any other provision herein to the contrary, the Company, by action of the Board of Directors, may, at its option, upon the affirmative vote of a majority of the Continuing Directors, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, may exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of (i) Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Shares at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “"Exchange Ratio”Shares") or (ii) Substitute Consideration (as that term is defined below). Notwithstanding The Board of Directors, upon the foregoingaffirmative vote of a majority of the Continuing Directors may determine, in its sole discretion, whether to deliver Exchange Shares or Substitute Consideration. (b) In the event the Board of Directors shall not be empowered determine to effect such deliver Substitute Consideration in exchange at any time after any Acquiring Person for Rights, the Company shall have become (1) determine the Beneficial Owner of 50% or more value of the shares of Exchange Shares (the "Exchange Value"), and (2) with respect to each Right to be exchanged, make adequate provision to substitute for Exchange Shares the following (the "Substitute Consideration"): (v) cash, (w) Common Stock then outstanding. From and after the occurrence of a or Common Stock Equivalents (as that term is defined in Section 13 Event11(a)(iii) hereof) or Preferred Shares or Equivalent Preferred Stock (as that term is defined in Section 11(b) hereof), any Rights that theretofore have not been exchanged pursuant to this Section 24(a(x) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange debt securities of the Rights by the Board of Directors may be made effective at such timeCompany, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality (y) other assets, or (z) any combination of the foregoing, in connection with effecting such having an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a aggregate value that is at least equal to the Exchange Value, where such aggregate par value of the Exchange Securities so issued. Approval has been determined by the Board of Directors of the exchange shall constitute Company, upon the affirmative vote of a determination majority of the Continuing Directors based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company. For purposes of this Section 24(b), the value of the Common Shares shall be the Current Per Share Market Price (as determined pursuant to Section 11(d) hereof) on the day that is the later of (x) the first occurrence of an event described in Section 11(a)(ii) hereof and (y) the date on which the Company's right of redemption pursuant to Section 24(a) expires; and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Shares on such consideration is adequatedate. (bc) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to this Section 24(a) hereof24, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held Shares or Substitute Consideration for each Right exchanged by such holder multiplied by the Exchange Ratioholder. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last address as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (cd) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock or Preferred Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. Notwithstanding anything else set forth in this Section 24, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares of the Company then outstanding. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and in good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (g) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (f) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection (f) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence later of a Section 11(a)(iithe (i) Eventthe Distribution Date and (ii) the Share Acquisition Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Shares at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding Any such exchange will be effective immediately upon the foregoingaction of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the provisions of such action of the Board of Directors of the Company). Prior to effecting an exchange pursuant to this Section 24, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors Company may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities Common Shares issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities Common Shares pursuant to the exchange shall be entitled to receive such Exchange Securities Common Shares (and any dividends or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s nameNotwithstanding the foregoing, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the Company will not be empowered to effect such exchange shall constitute a determination by at any time after any Person (other than the Board Company or any Related Person), who or which, together with all Affiliates and Associates of Directors that such consideration is adequatePerson, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the action effectiveness of the Board of Directors ordering the exchange of any Rights pursuant to as provided in Section 24(a) hereof), and without any further action and without any notice, the right to exercise such Rights shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly provide public will publicly announce such exchange (with prompt written notice thereof also provided to the Rights Agent) and, within 10 calendar days thereafter, will give notice of any such exchange and shall promptly mail notices of any such exchange to all of the holders of such Rights in accordance with Section 26 hereofat their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give give, or any defect in any in, such notice shall will not affect the validity of such exchange. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with pursuant to this Section 24, then the Company, at its option, may substitute for any Common Share exchangeable for a Right (i) equivalent common shares (as such term is used in Section 11(a)(iii)), (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company shall take all such action as may (which determination will be necessary described in a written statement filed with the Rights Agent), equal to authorize additional Exchange Securities for issuance upon exchange the current market value of one Common Share (determined pursuant to Section 11(d)) on the Trading Day immediately preceding the date of the Rightseffectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Flip-In Event, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units shares of Preferred Common Stock (or the right to receive shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), ) at an exchange ratio of one Exchange Security share of Common Stock (or the right to receive shares of Common Stock) per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of the Common Stock then outstanding. From and after the occurrence of a an event specified in Section 13 Event13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with Prior to effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue or commit to issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities shares of Common Stock issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock (or the right to receive shares of Common Stock) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, then the Company shall take all may commit to issue shares of Common Stock at such action time as additional authorized shares of Common Stock become available for issue or may substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Exchange Securities for issuance issuable upon exchange of a Right, consideration of any type described in Section 11(a)(iii)(A) (or any combination thereof), which consideration shall have an aggregate current per share market price (determined pursuant to Section 11(d) hereof) equal to the Rightscurrent per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) The CompanyEach holder of Common Units that have been converted into the right to receive the Merger Consideration, by action of upon delivery to the Board of Directors, may, at its option, at any time after the first occurrence Exchange Agent of a Section 11(a)(ii) Eventproperly completed letter of transmittal, exchange all duly executed and completed in accordance with the instructions thereto and surrender of a Certificate (or part affidavit of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void loss in lieu thereof pursuant to Section 7(e2.2(i)) hereofwith respect to certificated Common Units) for or Book-Entry Units of Preferred Stock or shares of Common Stock, at and such other documents as may reasonably be required by the election of the Board of Directors Exchange Agent (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”including with respect to Book-Entry Units), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall will be entitled to receive in exchange therefor (i) the number of shares of Parent Class P Stock (which shall be in non-certificated book-entry form unless a physical certificate is specifically requested, following the Effective Time, by the holder of such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited shares of Parent Class P Stock) representing, in the Trust) only from aggregate, the Trust and solely upon compliance whole number of shares of Parent Class P Stock that such holder has the right to receive in accordance with the relevant terms and provisions of this Article II, (ii) a check denominated in U.S. dollars in the Trust Agreement. In connection with effecting an exchange amount of cash that such holder has the right to receive pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, Article II (including any nominee or transferee cash in lieu of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void fractional shares payable pursuant to Section 7(e2.2(h)) hereof. Any Exchange Securities issued at and (iii) such dividends or other distributions as such holder has the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed right to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights receive pursuant to Section 24(a2.2(g). The Merger Consideration and such other amounts as reflected in the immediately preceding sentence shall be paid as promptly as practicable after receipt by the Exchange Agent of the Certificate (or affidavit of loss in lieu thereof pursuant to Section 2.2(i) hereofwith respect to certificated Common Units) or any applicable documentation with respect to the surrender of Book-Entry Units and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and without any further action distributions payable to holders of Certificates and without any noticeBook-Entry Units. Until so surrendered, each such Certificate and Book-Entry Unit shall, after the Effective Time, represent for all purposes only the right to exercise receive such Rights shall terminate Merger Consideration and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights amount as contemplated in accordance with this by Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights2.2(g).

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as 30 appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustments in the date hereof number of Rights pursuant to Section 11 of this Rights Agreement (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange Voting Power of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateCompany. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange (with prompt written notice thereof to the holders of such Rights in accordance with Section 26 hereofAgent); provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(d) hereof) for Common Stock exchangeable for Rights, at the initial rate of one ten-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock or Preferred Stock (or equivalent preferred stock) issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock or Preferred Stock (or equivalent preferred stock) for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(f)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the later of the Distribution Date and the first occurrence of a Section 11(a)(ii) Triggering Event, direct the Company to exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Shares at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Any such exchange shall be effective immediately upon the action of the Board of Directors ordering the same, unless such action of the Board of Directors expressly provides that such exchange shall be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange shall be effective in accordance with the provisions of such action of the Board of Directors). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action effectiveness of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a27(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights pursuant to Section 27(a) hereof, the Company shall promptly provide public publicly announce such exchange, and within 10 calendar days thereafter, shall give notice of any such exchange and shall promptly mail notices to all of any such exchange to the holders of such Rights in accordance with Section 26 hereofat their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 27, the event that Company, at its option, may substitute for any Common Share exchangeable for a Right, (i) equivalent common shares (as such term is used in Section 11(a)(iii) hereof), (ii) cash, (iii) debt securities of the number of Exchange Securities issued but not outstandingCompany, (iv) other assets, or authorized but unissued, and(v) any combination of the foregoing, in each case, not reserved for issuance for purposes other than upon exercise any event having an aggregate value which the Board of Directors shall have determined in good faith to be equal to the Rights, is not sufficient current market value of one Common Share (determined pursuant to permit any Section 11(d) hereof) on the Trading Day immediately preceding the date of exchange of Rights as contemplated in accordance with pursuant to this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights27.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) for Units of Preferred Stock or shares of Common Stock, at the election Shares of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Company at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of any such plan appointed by the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares Common Shares of Common Stock the Company then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Before effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors of the Company may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of DirectorsBoard) of the Exchange Securities Common Shares (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board Board) holders of Directors) of the Persons Rights entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares of the Company for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) held by each holder of Rights. Prior to effecting any exchange and registering Common Shares (or such other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or “equivalent preferred shares”, as such term is defined in Section 11(b)) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or equivalent preferred shares) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the number of Exchange Securities Company issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares of the Company, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of preferred shares or fraction thereof such that the current per share market price of one preferred share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such preferred shares or fraction thereof. (e) The Company shall not be required to issue fractions of Common Shares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (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 organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Before effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of DirectorsBoard) of the Exchange Securities shares of Common Stock (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board Board) holders of Directors) of the Persons Rights entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of any such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice (with prompt notice thereof to the Rights Agent) of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)) held by each holder of Rights. Prior to effecting an exchange and registering shares of Common Stock (or such other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action actions as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, upon approval by its board of directors, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, may exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Rightequal to, as appropriately adjusted subject to adjustment to reflect any stock splitsplits, stock dividend or dividends and similar transaction transactions occurring after the date hereof hereof, that number obtained by dividing the Purchase Price by the then Current Per Share Market Price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (such exchange ratio being hereinafter referred to as the “"Section 24 (a) Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall Company may not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries, or any trustee or fiduciary with respect to such plan acting in such capacity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock of the Company then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board board of Directors directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Units of Preferred Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, at any time Promptly after the first occurrence Effective Time, but in no event later than ten business days thereafter, Acquiror shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive cash or shares of Acquiror Series B Preferred Stock (and cash in lieu of fractional shares) pursuant to Section 11(a)(ii1.6, (i) Event, exchange all or part a letter of the then-outstanding and exercisable Rights transmittal (which shall not include Rights specify that have become null delivery shall be effected, and void pursuant risk of loss and title to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stockthe Certificates shall pass, at the election only upon receipt of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights Certificates by the Board of Directors may Acquiror, and shall be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and have such other provisions as Acquiror and Target may reasonably specify); (ii) such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of the Certificates in exchange for cash or certificates representing shares of Acquiror Series B Preferred Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to Acquiror or to such other agent or agents as may be appointed by Acquiror, together with such terms as letter of transmittal and other documents, duly completed and validly executed in accordance with the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directsinstructions thereto, the Company shall enter into the Trust Agreement and shall issue to the trust created by holder of such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange Certificate shall be entitled to receive in exchange therefore (i) if the Certificate represents shares of Target Common Stock, cash in an amount calculated in accordance with Section 1.6(a)(i); or (ii) if the Certificate represents shares of Target Preferred Stock, (x) a certificate representing the number of whole shares of Acquiror Series B Preferred Stock less the number of shares of Acquiror Series B Preferred Stock, if any, to be deposited in the Escrow Fund on such Exchange Securities holder's behalf pursuant to Sections 1.7(g) and 8 hereof; (and y) any dividends or other distributions made thereon after the date on to which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void holder is entitled pursuant to Section 7(e1.7(b); and (z) hereof. Any Exchange Securities issued at the direction cash (without interest) in respect of the Board of Directors fractional shares as provided in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be1.6(f), and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to have received as consideration for such issuance a benefit having a value that is at least equal to evidence, in the aggregate par value case of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any noticeTarget Common Stock, the right to exercise such Rights shall terminate and receive the only right thereafter cash payment specified in Section 1.6(a)(i), or in the case of a holder Target Preferred Stock, the ownership of such Rights shall be to receive that number of Exchange Securities equal to the number of full shares of Acquiror Series B Preferred Stock into which such Rights held by such holder multiplied by shares of Target Preferred Stock shall have been so converted and the Exchange Ratio. The Company shall promptly provide public notice right to receive an amount in cash in lieu of the issuance of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights fractional shares in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights1.6. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (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 organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Before effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities shares of Common Stock issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) holders of the Persons Rights entitled to receive Exchange Securities shares of Common Stock pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of any such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice (with prompt notice thereof to the Rights Agent) of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)) held by each holder of Rights. Prior to effecting any exchange and registering shares of Common Stock (or such other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action actions as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action of the Board of Directors, Company may, at its option, by resolution of its Board of Directors, at any time (including a time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person), exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring with respect to the Common Stock after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding ; provided, however, under the foregoingcircumstances described in the proviso to Section 23(a) hereof, an Exchange shall require the Board concurrence of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or directors constituting more than two-thirds of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the full Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering of the Company authorizing the exchange of any the Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such the Rights shall will terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors authorizing the exchange of the Rights, the Company shall promptly provide public give notice of any such exchange to the Rights Agent and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any by mailing such notice shall not affect to all such holders at each holder's last address as it appears upon the validity registry books of such exchangethe Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rightseffected. (c) In the event that the number there shall not be sufficient shares of Exchange Securities issued but not outstanding, or Common Stock authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any the exchange in full of such Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of other equity securities of the Company or fraction thereof such that the current per share market price of one share of such other equity securities multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such shares of such other equity securities or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the Exchange Date.

Exchange. (a) The CompanyEach Common Unitholder whose Common Units have been converted into the right to receive the Merger Consideration, by action of upon delivery to the Board of Directors, may, at its option, at any time after the first occurrence Exchange Agent of a Section 11(a)(ii) Eventproperly completed letter of transmittal, exchange all duly executed and completed in accordance with the instructions thereto, and surrender of a Certificate (or part affidavit of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void loss in lieu thereof pursuant to Section 7(e3.2(i) hereofwith respect to certificated Common Units) for or Book-Entry Units of Preferred Stock or shares of Common Stock, at and such other documents as may reasonably be required by the election of the Board of Directors Exchange Agent (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”including with respect to Book-Entry Units), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive in exchange therefor (i) the number of Parent Shares representing, in the aggregate, the whole number of Parent Shares that such Exchange Securities holder has the right to receive in accordance with the provisions of this Article III, (ii) a check in the amount of the sum of the Cash Consideration into which the Common Units held by such holder have been converted in accordance with Section 3.1(a) and cash in lieu of any fractional shares payable pursuant to Section 3.2(h) and (iii) such dividends or other distributions as such holder has the right to receive pursuant to Section 3.2(g). Each Common Unitholder whose Common Units were converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such Common Units have been converted pursuant to Section 3.1(a) in respect of Common Units represented by a Certificate or Book-Entry Units, any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 3.2(h), and any dividends or other distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e3.2(g) hereofupon: (i) surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu thereof pursuant to Section 3.2(i) with respect to certificated Common Units), or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Units; in each case, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent. Any Exchange Securities issued at No interest shall be paid or accrued upon the direction surrender or transfer of any Certificate or Book-Entry Unit. Upon payment of the Board Merger Consideration pursuant to the provisions of Directors in connection with this Section 24(a) shall be validly issuedArticle III, fully paid and nonassessable shares of Common Stock each Certificate or Certificates or Book-Entry Unit or Book-Entry Units of Preferred Stock (so surrendered or transferred, as the case may be), and the Company shall immediately be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequatecanceled. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. Upon satisfaction of the conditions referred to in Clause 2(A), Exchange will take place on the Exchange Date at the offices of CHD in Hong Kong or at such other place and time as the parties to this Agreement may agree. At Exchange all (but not part, unless all the parties hereto so agree) of the following business will be transacted: (A) CHD will: (i) Deliver to LEPI: (a) The Company, by action instruments of transfer in respect of all of the Board Shares duly executed by or on behalf of Directors, may, at CHD or the registered shareholder in favour of LEPI or its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”nominee(s), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate.; (b) Immediately upon the action of share certificates for all the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.Justrite Shares; (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes such other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action documents as may be necessary required to authorize additional Exchange Securities for issuance upon exchange give a good title to the Justrite Shares and to enable LEPI or its nominee(s) to become the registered holder thereof; and (d) the common seal, certificate of incorporation, business registration certificate, memorandum and articles of association and statutory books and all accounting and other records of the RightsCompany; (ii) if required, procure and deliver evidence of the approval by a simple majority of the shareholders of CHD referred to under Clause (2)(A)(i); (iii) procure that a board meeting of the Company be held at which resolutions shall be passed to: (a) accept and approve the transfers referred to in Clause 4(A)(i)(a) for registration subject only to execution of the same by LEPI or its nominee(s); and (b) appoint such persons as LEPI may nominate to be directors and/or secretary of the Company; and (iv) execute and do and deliver to LEPI all such other documents, acts and things as LEPI may reasonably require in order to implement the transactions contemplated by this Agreement and to pass control, ownership, management and administration of the Company, the Wholly-owned Subsidiaries and the Majority-owned Subsidiaries to LEPI; (B) LEPI will: (i) allot and issue the LEPI Shares to CHD or as it shall in writing direct, credited as fully paid at US$6.00 per share; (ii) deliver to CHD a certified copy of the document showing that the condition under Clause2(A)(ii) has been satisfied; (iii) deliver to CHD a certified copy of the board resolution of LEPI approving the allotment and issue of the LEPI Shares to CHD (or its nominee); and (iv) certificates for the LEPI Shares in the name of CHD (or its nominee).

Exchange. (a) The CompanyFor good and valuable consideration, by action the sufficiency and receipt of which are hereby acknowledged, effective as of the Board of DirectorsEffective Date, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only but in accordance with Section 13 hereof the ordering and may not be exchanged pursuant sequencing set forth in the Restructuring Transaction Steps Memorandum, the following shall occur: (i) Seller hereby sells, conveys, assigns, transfers and delivers to this Section 24(a)Buyer all of its rights, title and interest in and to the Transferred Assets. The exchange Buyer hereby acquires, accepts and takes delivery of the Rights by Transferred Assets from Seller. (ii) In exchange for the Board Transferred Assets, Buyer hereby (A) conveys, assigns, transfers and delivers to Seller (x) all of Directors may be made effective at such timeits right, on such basis title and with such conditions as interest in and to the Board of Directors may establish. Without limiting the generality Restructuring Consideration and (y) all of the foregoingExit Term Loans (other than, in connection with effecting such an exchangefor the avoidance of doubt, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) any of the Exchange Securities issuable pursuant Super Senior Term Loans) and (B) assumes from Seller and agrees to the exchangepay, perform and otherwise satisfy, as and when due, all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (Assumed Liabilities. Seller hereby acquires, accepts and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions takes delivery of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) Restructuring Consideration and registering Exchange Securities in the Exit Term Loans (other than, for the avoidance of doubt, any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(aSuper Senior Term Loans) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequatefrom Buyer. (b) Immediately Seller hereby irrevocably acknowledges and agrees that, upon the action consummation of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereofExchange, and without any further action on the part of, or notice to, any Person, (i) Buyer shall become a member, stockholder or other applicable equity owner of each Transferred Entity and without shall be registered on the books and records of each Transferred Entity as the sole and exclusive owner of all of the Transferred Equity of such Transferred Entity, (ii) Seller shall no longer be a member, stockholder or other applicable equity owner of any noticeTransferred Entity and shall no longer be registered on the books and records of any Transferred Entity as the owner of any of the Transferred Equity of such Transferred Entity, the right to exercise such Rights (iii) Seller shall terminate have resigned and the only right thereafter withdrawn from any position or role with any Transferred Entity (including any position or role entitled “manager”, “managing member” or any other title of a holder similar import or nature) that confers upon Seller any rights, powers or authorities with respect to any Transferred Entity or any of its businesses, operations, assets, liabilities, employees, finances, prospects or affairs, and Buyer shall assume and be vested with such Rights position or role, and (iv) all rights, powers and authorities granted or delegated to Seller with respect to any Transferred Entity or any of its businesses, operations, assets, liabilities, employees, finances, prospects or affairs shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange revoked from Seller and shall promptly mail notices of any such exchange to the holders of such Rights in accordance vested solely and exclusively with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of RightsBuyer. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action A. Promptly after the expiration of the Board Due Diligence Period (if this Agreement has not been previously terminated), Home Properties shall make an offer (the "Offer") to each of Directorsthe Partners to exchange the Partners' Interests in the Partnership for: (i) cash, (ii) Units or (iii) a combination of both cash and Units, as each such Partner may, at its optionsubject to Paragraph 3.C., at any time after elect to receive, and having a value, in each instance, equal to the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights Exchange Price (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(ahereinafter defined). The exchange Partnership agrees that it will use its reasonable efforts to solicit acceptance from the Partners of the Rights by Offer, whether in exchange for cash, Units, or a combination of both cash and Units. Upon and subject to the Board of Directors may be made effective at such timeterms and conditions set forth in this Agreement, Home Properties agrees that on such basis and with such conditions the Closing Date (as the Board of Directors may establish. Without limiting the generality hereinafter defined), it shall accept an assignment of the foregoingInterests from the Partners who have accepted the Offer and will issue Units, in connection with effecting pay cash, or pay and issue a combination of both cash and Units to the Partners, as each such an exchangePartner shall have elected, and as more particularly provided herein. B. Subject to the Board satisfaction or waiver of Directors may direct the Company closing conditions to enter into a Trust the Partnership's obligations to close the transaction contemplated by this Agreement in such form _______________ and with such terms as the Board of Directors shall then approve ________________ (the “Trust Agreement”). If "Managers") hereby agrees that they will accept the Board Offer with respect to all of Directors so directs, their Interests. C. Notwithstanding the Company shall enter into the Trust Agreement and shall issue foregoing right of Partners to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) elect to be paid their portion of the Exchange Securities issuable pursuant to the exchangeValue in cash, Units, or a combination of both cash and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange Units, $50 million shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the maximum aggregate par value portion of the Exchange Securities so issued. Approval by Price payable to the Board of Directors of Partners in cash under this Contribution Agreement as well as under the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate Other Contribution Agreements and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to Contribution Agreement (the number of such Rights held by such holder multiplied by "Management Company Agreement") between Home Properties and Community Realty Company, Inc. (the Exchange Ratio"Management Company"). The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number aggregate portion of the Exchange Securities issued Price to be paid in cash to the Partners, the Affiliated Partners, and the Management Company who are not accredited investors under the securities laws (and are therefore not permitted to receive Units) (collectively, the "Non-Accredited Investors") or who are accredited investors under the securities laws but not outstandinghave nonetheless elected to receive all or any portion of their Exchange Price in cash (the "Accredited Cash Payees") exceeds $50 million in the aggregate, or authorized but unissuedthen cash, andup to $50 million, in each caseshall be paid first to the Non-Accredited Investors, and then the remaining cash, if any, shall be paid pro-rata to the Accredited Cash Payees. The remainder of the Exchange Value, if any, not reserved for issuance for purposes other than upon exercise paid in cash to the Accredited Cash Payees (the "Remaining Non-Cash Exchange Value"), shall be paid to such Accredited Cash Payees in the form of Units at the Rights, is not sufficient to permit any exchange of Rights Designated Value (as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rightshereinafter defined).

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the later of the Distribution Date and the first occurrence of a Section 11(a)(ii) Triggering Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Shares at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a27(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 27(a) hereof, the Company shall promptly provide public publicly announce such action, and within 10 calendar days thereafter shall give notice of any such exchange and shall promptly mail notices to all of any such exchange to the holders of such Rights in accordance with Section 26 hereofat their last addresses as they appear upon the registry books of the Rights Agent; providedPROVIDED, howeverHOWEVER, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 27, the event that Company, at its option, may substitute for any Common Share exchangeable for a Right, (i) equivalent common shares (as such term is used in Section 11(a)(iii) hereof), (ii) cash, (iii) debt securities of the number of Exchange Securities issued but not outstandingCompany, (iv) other assets, or authorized but unissued, and(v) any combination of the foregoing, in each case, not reserved for issuance for purposes other than upon exercise any event having an aggregate value which the Board of the Rights, is not sufficient to permit any exchange Directors of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may have determined in good faith to be necessary equal to authorize additional Exchange Securities for issuance upon the current market value of one Common Share (determined pursuant to Section 11(d) hereof) on the Trading Day immediately preceding the date of exchange of the Rightspursuant to this Section 27.

Exchange. (a) The Company, by action of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, in lieu of a holder’s right to exercise the Rights, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units a Unit of Preferred Stock or shares a share of Common Stock, as applicable, the an “Exchange SecuritiesSecurity”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Each Exchange Securities Security issued at the direction of the Board of Directors in connection with this Section 24(a) shall be a validly issued, fully paid and nonassessable shares share of Common Stock or Units Unit of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the Rights Agent and the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (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 organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Before effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of DirectorsBoard) of the Exchange Securities shares of Common Stock (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board Board) holders of Directors) of the Persons Rights entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the effectiveness of the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of any such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice (with prompt notice thereof to the Rights Agent) of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)) held by each holder of Rights. Prior to effecting an exchange and registering shares of Common Stock (or such other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action actions as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustments in the date hereof number of Rights pursuant to Section 11 of this Rights Agreement (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange Voting Power of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateCompany. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange (with prompt written notice thereof to the holders of such Rights in accordance with Section 26 hereofAgent); provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(d) hereof) for Common Stock exchangeable for Rights, at the initial rate of one ten-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock or Preferred Stock (or equivalent preferred stock) issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock or Preferred Stock (or equivalent preferred stock) for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(f)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The CompanyAt any time after any Person becomes an Acquiring Person, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof7(d)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one-half of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Any such exchange will be effective immediately upon the action of the Board of Directors ordering the same, unless such action of the Board of Directors expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the provisions of such action of the Board of Directors). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan, or any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action effectiveness of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly thereafter shall promptly provide public give notice of any such exchange and shall promptly mail notices of any such exchange to the Rights Agent and the holders of such the Rights to be exchanged in accordance with the manner set forth in Section 26 hereof26; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof7(d)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Common Stock Equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of Common Stock Equivalents pursuant to the terms thereof, so that each Common Stock Equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) If the number of Exchange Securities shares of Common Stock or Common Stock Equivalents issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, unissued is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock or Common Stock Equivalents for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon exchange of the Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issued an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Upon or prior to ordering the exchange of Rights pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Board of Directors may direct the Company to enter into a Trust Agreement (the “Trust Agreement”) in such form and with such terms as the Board of Directors shall then approve. If the Board of Directors so directs, (1) the Company shall enter into the Trust Agreement and shall issue to the trust created by the Trust Agreement (the “Trust”) all the shares of Common Stock and/or Common Stock Equivalents (the “Trust Shares”) issuable upon exchange of the Rights in accordance with this Section 24 to (x) all holders of outstanding and exercisable Rights subject to exchange in accordance with Section 24(a) (which shall not include Rights that have become void pursuant to Section 7(d) hereof), or (y) some portion of such holders (which may consist of holders who have not taken proper stapes to certify or otherwise demonstrate to the satisfaction of the Company that the Rights held by them have not become void pursuant to Section 7(d) hereof), and (2) all holders referred to in clause (1) shall be entitled to receive Common Stock and/or common Stock Equivalents pursuant to this Section 24 only from the Trust and only upon compliance with the relevant terms and provisions of the Trust Agreement. The Trust Shares shall also include any dividends or distributions made on the Trust Shares after the deposit of the Trust Shares.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities there shall not be sufficient Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units of Preferred Stock or shares of Common Stock, at the election Shares of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Company at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof 2012 Amendment Effective Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at as such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with Prior to effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities Common Shares or common stock equivalents, to the extent applicable pursuant to Section 24(c), issuable pursuant to the exchangeexchange (and any cash in lieu of fractional shares), and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities Common Shares or common stock equivalents (and any dividends or distributions made thereon after the date on which such Exchange Securities shares are deposited in the TrustTrust and any cash in lieu of fractional shares) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities there shall not be sufficient Common Shares issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company may, at its sole option, pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The CompanySubject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by action majority vote of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-then outstanding and 31 exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors in an amount per Right (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof hereof) as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, (y) dividing that product by fifty percent (50%) of the current market price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such first occurrence, and (z) multiplying that quotient by fifty percent (50%) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”"Ratio of Exchange"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly provide give public notice of any such exchange exchange, and shall promptly mail notices of any such exchange written notice to the holders Rights Agent of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), then the Company shall either take all such action as may be necessary to authorize additional Exchange Securities Common Stock for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value (as defined below), in lieu of issuing Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the current per share market price of Common Stock (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)) multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to 32 seek any authorization of additional shares of Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current per share market value of a whole share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (e) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection (e) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, upon approval by its board of directors, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, may exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Rightequal to, as appropriately adjusted subject to adjustment to reflect any stock splitsplits, stock dividend or dividends and similar transaction transactions occurring after the date hereof hereof, that number obtained by dividing the Purchase Price by the then Current Per Share Market Price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (such exchange ratio being hereinafter referred to as the “Section 24 (a) Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall Company may not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries, or any trustee or fiduciary with respect to such plan acting in such capacity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock of the Company then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board board of Directors directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Units of Preferred Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the date the Rights first occurrence of a become exercisable for Common Shares pursuant to Section 11(a)(ii) Event), exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a) (ii) hereof) for Units of Preferred Stock or shares Common Shares, with each Right to be exchanged for such number of Common Stock, at Shares as shall equal the election result obtained by dividing (x) the then current Purchase Price by (y) the current per share market price of Common Shares (determined pursuant to Section 11(d) hereof) on the Board of Directors date the Rights first become exercisable for Common Shares pursuant to Section 11(a)(ii) (such Units number of Preferred Stock or shares of Common Stock, being hereinafter referred to as applicable, the “"Exchange Securities”Ratio"), at an exchange ratio of one . The Exchange Security per Right, as Ratio shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring affecting the Common Shares that occurs after the date hereof (such exchange ratio being the “Exchange Ratio”Rights first become exercisable for Common Shares pursuant to Section 11(a)(ii). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; providedPROVIDED, howeverHOWEVER, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a) (ii) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but there shall not outstandingbe sufficient authorized, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued and unreserved Common Shares to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof, or common share equivalents, as such term is defined in Section 11(a)(iii)(B)(3) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) or one common share equivalent for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends or similar transactions affecting the Common Shares that occur after the date of this Agreement. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares, equivalent preferred shares or common share equivalents, authorized, unissued and unreserved to permit the exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares or Preferred Shares, equivalent preferred shares or common share equivalents for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action Subject to the provisions of the Board of DirectorsIndenture, maythe Holder hereof may exchange, at its option, at any time after during certain periods and upon the first occurrence of a Section 11(a)(ii) Eventcertain conditions specified in the Indenture and prior to the second Scheduled Trading Day immediately preceding the Maturity Date, exchange all any Notes or part portion thereof that is $1,000 or multiples thereof based on an Exchange Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture, upon satisfaction of the then-outstanding requirements set forth in the Indenture, including surrender of this Note, together with an exchange notice as provided in the Indenture and exercisable Rights (which this Note, to the Issuer at the office of the Exchange Agent and, unless the shares issuable on exchange are to be issued in the same name as this Note, duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Issuer duly executed by, the Holder or by its duly authorized attorney. Upon exchange, the Issuer shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units satisfy its Exchange Obligation in cash, shares of Preferred Company Common Stock or a combination of cash and shares of Company Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), at the Issuer’s election, in accordance with, and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereofsubject to, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder the Indenture, including the Aggregate Share Cap and the Exchange Share Cap for so long as such limitations shall apply. The initial Exchange Rate shall be 72.0929 shares of Rights. (c) In Company Common Stock per $1,000 principal amount of Notes, subject to adjustment as provided in the event that Indenture. No fractional shares of Company Common Stock shall be issued upon any exchange, but an adjustment in cash shall be paid to the number of Exchange Securities issued but not outstandingHolder, or authorized but unissued, andas provided in the Indenture, in each case, not reserved respect of any fraction of a share that would otherwise be issuable upon the surrender of any Note or Notes for issuance exchange. No adjustment shall be made for purposes other than upon exercise of the Rights, is not sufficient to permit dividends or any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance shares issued upon exchange of such Note except as provided in the RightsIndenture.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoingThe foregoing notwithstanding, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become or any of such Person’s Group (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan, or ▇▇. ▇▇▇▇ ▇. Meckler or any of his Associates, Affiliates or any Person with whom he is Acting in Concert), becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Before effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of DirectorsBoard) of the Exchange Securities shares of Common Stock (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board Board) holders of Directors) of the Persons Rights entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the effectiveness of the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of any such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice (with prompt notice thereof to the Rights Agent) of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)) held by each holder of Rights. Prior to effecting an exchange and registering shares of Common Stock (or such other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners (or former Beneficial Owners) thereof or Affiliates and Associates (or former Affiliates and Associates) thereof (or any other Person or any of such other Person’s Group) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action actions as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The CompanyAt any time after any Person becomes an Acquiring Person, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof7(d)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Voting Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting . (b) Immediately upon the generality action of the foregoingBoard of Directors electing to exchange any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26 hereof; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in connection the event of any partial exchange, the number of Rights which will be exchanged. Prior to effecting an exchange and registering Common Stock in any Person’s name, including any nominee or transferee of a Person, the Company may require, as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(d). Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event the number of shares of Common Stock authorized by the Articles of Incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company may take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board of Directors ordering the exchange of any Rights pursuant to this Section 24, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by a holder of Rights that have become null and void pursuant to Section 7(d). Prior to effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some a portion (as designated by the Board of Directors) of the Exchange Securities Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities shares or other securities (and any dividends or distributions made thereon after the date on which such Exchange Securities shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with Prior to effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements require (or implement such procedures cause the trustee of the Trust to require), as it deems necessary or appropriate to minimize the possibility a condition thereof, that any Exchange Securities issuable upon exchange pursuant holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to this Section 24(a) are received by Persons whose determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) hereofand not transferable or exercisable or exchangeable in connection herewith. Any Exchange Securities shares of Common Stock or other securities issued at the direction of the Board of Directors in connection with this Section 24(a) herewith shall be validly issued, fully paid paid, and nonassessable non-assessable shares of Common Stock or Units of Preferred Stock such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities shares so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action upon resolution of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for either shares of Company Series A Preferred Stock, in the case of Preferred A Rights, or Units of Company Series B Preferred Stock or shares of Company Common Stock, in the case of Common Rights, in either case at the election of the Board of Directors (such shares of Company Series A Preferred Stock, Units of Company Series B Preferred Stock or shares of Company Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% shares of Company Common Stock aggregating one-half or more of the shares of Company Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with prior to effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with Prior to effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Without limiting the generality of the foregoing, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are so null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereof and not transferable or exercisable or exchangeable in connection herewith. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) herewith shall be validly issued, fully paid and nonassessable shares of Common Stock, shares of Company Series A Preferred Stock or Units of Company Series B Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof), and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued that are authorized by the Company’s Certificate of Incorporation but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is Rights are not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company Company, at the election of the Board of Directors, shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the RightsRights or shall make adequate provision to substitute, in whole or in part, (1) cash, (2) other equity securities of the Company, (3) debt securities of the Company, (4) other assets, or (5) any combination of the foregoing having an aggregate value for each Right to be exchanged equal to the per share market price of one Exchange Security (determined pursuant to Section 11(d) hereof) as of the date of a Section 11(a)(ii) Event, where such aggregate value has been determined by the Board of Directors. To the extent that the Company determines that action must be taken pursuant to the foregoing clauses of this Section 24(c), the Board of Directors may suspend the exercisability of the Rights for a period of up to sixty days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Exchange Securities and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. (d) The Company shall not be required to issue fractions of Exchange Securities or to distribute certificates which evidence fractional Exchange Securities. In lieu of issuing fractional Exchange Securities, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market price (determined pursuant to Section 11(d) hereof) of one Exchange Security on the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, at its option, upon approval by action of the Board of Directors, may, at its optionDirectors of the Company, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, may exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Stock or shares of Common StockStock at an exchange ratio equal to one Share of Common Stock per Right (subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof), at the election and in the sole discretion of the Board of Directors or the Company, either (i) that number obtained by dividing the Purchase Price by the then current per share market price per share of Common Stock on the earlier of (A) the date on which any Person becomes an Acquiring Person or (B) the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such Units plan acting in such capacity) is first published or sent or given within the meaning of Preferred Stock Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio Stock then outstanding or (ii) one share of one Exchange Security Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the “"Section 24 (a) Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall Company may not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries, or any trustee or fiduciary with respect to such plan acting in such capacity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, at To exchange any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or Existing Debt into shares of Common StockStock on any date during a Pricing Period (each, at an “Exchange Date”), the election Company or the Creditor shall deliver (whether via facsimile or otherwise), for receipt after 4:00 p.m. and on or prior to 11:59 p.m., New York time, on the date that is one Business Day prior to the Exchange Date, a copy of an executed notice of exchange in the Board of Directors form attached hereto as Exhibit I and specifying the amount to be exchanged on such Exchange Date (such Units of Preferred Stock the “Exchange Notice”) to the Company. The Company or shares of Common Stockthe Creditor, as applicable, shall calculate and state in the Exchange Notice the Exchange Price and the number of shares of Common Stock issuable upon exchange of the applicable Exchange Amount specified in the Exchange Notice. On or before the first Trading Day following the date of an Exchange Notice, the receiving party of the Exchange Notice shall transmit by facsimile or otherwise an acknowledgment, substantially in the form attached hereto in Exhibit I, of receipt of such Exchange Notice, and the Company shall deliver the instruction to issue such shares of Common Stock to the Company’s transfer agent (“Exchange Securitiesthe Transfer Agent”), at an exchange ratio such that on or before the first Trading Day following the receipt of one such Exchange Security per RightNotice, as appropriately adjusted to reflect any stock splitsubstantially in the form of Exhibit I, stock dividend or similar transaction occurring after the date hereof Company shall, (such exchange ratio being A) provided that the Transfer Agent is participating in The Depository Trust Company’s (the “DTC”) Fast Automated Securities Transfer (“FAST”) Program, credit such aggregate number of shares of Common Stock to which the Creditor shall be entitled to the Creditor’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Transfer Agent is not participating in the DTC FAST Program, issue and send (via reputable overnight courier) to the address as specified in the Exchange Ratio”)Notice, a certificate, registered in the name of the Creditor, for the number of shares of Common Stock to which the Creditor shall be entitled. Notwithstanding the foregoing, the Board of Directors shall not be empowered The Person or Persons entitled to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of receive the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange issuable upon an Exchange of the Rights by the Board of Directors may Existing Debt shall be made effective at such time, on such basis and with such conditions treated for all purposes as the Board record holder or holders of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of on the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateDate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The CompanySubject only to the terms and conditions of this Agreement, by action each Exchanging Member shall as of the Board of DirectorsClosing assign, maytransfer and convey to the Corporation all right, at its optiontitle and interest in and to the entire direct membership interest in the Company held by such Exchanging Member, at any time after the first occurrence of a Section 11(a)(iiall as set forth opposite each such Exchanging Member's name on Schedule "A" attached hereto, ------------ (ii) Event, exchange all or part each Exchanging Stockholder shall as of the then-outstanding Closing assign, transfer and exercisable Rights (which shall not include Rights that have become null convey to the Corporation all right, title and void pursuant interest in and to Section 7(e) hereof) for Units the entire indirect membership interest in the Company held by such Exchanging Stockholder by virtue of Preferred Stock his, her or shares of Common Stock, at the election its stockholdings in each of the Board of Directors Member Companies, all as set forth opposite each such Exchanging Stockholder's name on Schedule "A" ------------ attached hereto and (such Units of Preferred Stock or shares of Common Stock, iii) Univision shall as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From Closing assign, transfer and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue convey to the trust created by such agreement (the “Trust”) Corporation all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant right, title and interest in and to the exchange, and all or some (as designated by the Board entire interest of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited Univision in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), Note and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateOption Agreement. (b) Immediately upon the action The Corporation shall as of the Board Closing accept the assignment and transfer by (i) each Exchanging Member of Directors ordering his or its entire direct membership interest in the exchange Company and hereby assumes and agrees to perform and be bound by any and all of any Rights pursuant to Section 24(a) hereofthe conditions, covenants and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder obligations of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void Exchanging Member pursuant to the provisions Operating Agreement, (ii) each Exchanging Stockholder of Section 7(ehis, her or its respective stockholdings in each of the Member Companies and hereby assumes and agrees to perform and be bound by any and all of the conditions, covenants and obligations of such Exchanging Stockholder pursuant to the organizational documents of each respective Member Company and (iii) hereof) held Univision of its entire interest in and to the Note and the Option Agreement and hereby assumes and agrees to perform and be bound by each holder any and all of Rightsthe conditions, covenants and obligations of Univision pursuant to the Note and the Option Agreement. (c) In At the event Closing, each Exchanging Party shall receive, in consideration for the Roll-Up, that number of shares of that class of Common Stock set forth on Schedule "B" attached hereto and incorporated herein by this ------------ reference computed by multiplying the fully-diluted as-converted Units held by each such Exchanging Party times thirty-four (34) (the "Exchange Number"). The rights, privileges, preferences and restrictions of the Common Stock shall be as set forth in the First Restated Certificate of Incorporation of the Corporation, substantially in the form attached hereto as Exhibit "A" and incorporated herein ----------- by this reference, which shall be filed with the Delaware Secretary of State by counsel to the Corporation and the Company prior to the Closing. (d) Each Exchanging Party acknowledges and agrees that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, shares of Common Stock to be received by such Exchanging Party in the Roll-Up represent the amount due and owing each case, not reserved for issuance for purposes other than upon exercise such Exchanging Party on a liquidation of the Rights, is not sufficient to permit any exchange Company and a distribution of Rights proceeds after allocations of Net Income and Net Loss as contemplated provided for in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange Sixth Amendment. (e) Each Exchanging Member or Exchanging Stockholder further acknowledges and agrees that the number of shares of the RightsCommon Stock received by such Exchanging Party in the Roll-Up contemplated by this Agreement is good and valuable consideration for the interests being exchanged hereunder, and is an accurate reflection of the fair market value of such interests as of the date hereof.

Exchange. (a) The Company, by action of the Board of Directors, may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) for Units of Preferred Stock or shares of Common Stock, at the election Shares of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Company at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(a)(i) (such exchange ratio being hereinafter referred to 4934-2276-9410.1 as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of any such plan appointed by the Company), together with all Related Persons of such Person, becomes the Beneficial Owner of 50% or more of the shares Common Shares of Common Stock the Company then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at as such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with Prior to effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities Common Shares or common stock equivalents, to the extent applicable pursuant to Section 24(c), issuable pursuant to the exchangeexchange (and any cash in lieu of fractional shares), and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities Common Shares or common stock equivalents (and any dividends or distributions made thereon after the date on which such Exchange Securities shares are deposited in the TrustTrust and any cash in lieu of fractional shares) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares of the Company for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the number of Exchange Securities Company issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares of the Company, the Company shall substitute, for each 4934-2276-9410.1 Common Share that would otherwise be issuable upon exchange of a Right, a number of preferred shares or fraction thereof such that the current per share market price of one preferred share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such preferred shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The CompanySubject only to the terms and conditions of this Agreement, by action each Exchanging Member shall as of the Board of DirectorsClosing (as defined below) assign, maytransfer and convey to the Corporation all right, at its optiontitle and interest in and to the entire direct membership interest in the Company held by such Exchanging Member, at any time after the first occurrence of a Section 11(a)(iiall as set forth opposite each such Exchanging Member's name on Schedule "A" attached ------------ hereto, (ii) Event, exchange all or part each Exchanging Stockholder shall as of the then-outstanding Closing assign, transfer and exercisable Rights (which shall not include Rights that have become null convey to the Corporation all right, title and void pursuant interest in and to Section 7(e) hereof) for Units the entire indirect membership interest in the Company held by such Exchanging Stockholder by virtue of Preferred Stock his, her or shares of Common Stock, at the election its stockholdings in each of the Board of Directors Member Companies, all as set forth opposite each such Exchanging Stockholder's name on Schedule "A" attached hereto, and (such Units of Preferred Stock or shares of Common Stock, iii) Univision shall as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From Closing ------------ assign, transfer and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue convey to the trust created by such agreement (the “Trust”) Corporation all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant right, title and interest in and to the exchange, and all or some (as designated by the Board entire interest of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited Univision in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), Note and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateOption Agreement. (b) Immediately upon the action The Corporation shall as of the Board Closing accept the assignment and transfer by (i) each Exchanging Member of Directors ordering his or its entire direct membership interest in the exchange Company and hereby assumes and agrees to perform and be bound by any and all of any Rights the conditions, covenants and obligations of such Exchanging Member pursuant to Section 24(athe Operating Agreement, (ii) hereofeach Exchanging Stockholder of his, her or its respective stockholdings in each of the Member Companies and without hereby assumes and agrees to perform and be bound by any further action and without any noticeall of the conditions, covenants and obligations of such Exchanging Stockholder pursuant to the right organizational documents of each respective Member Company and (iii) Univision of its entire interest in and to exercise such Rights shall terminate the Note and the only right thereafter Option Agreement and hereby assumes and agrees to perform and be bound by any and all of a holder the conditions, covenants and obligations of such Rights shall be to receive that number of Exchange Securities equal Univision pursuant to the number of such Rights held by such holder multiplied by Note and the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofOption Agreement; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided event that Univision is granted the Univision Bridge Option (as contemplated by a proposed Third Amendment to Amended and Restated Subordinated Note Purchase and Option Agreement (the "Third Amendment") to be entered into in connection with a proposed bridge loan to be made to the Company by Univision) pursuant to Section 1 of the Third Amendment, this Section 1.1(b) shall be deemed given, whether or not to specifically exclude the holder receives assignment and transfer by Univision of all relevant terms and conditions of the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant Third Amendment relating to the provisions of Section 7(e) hereof) held by each holder of RightsUnivision Bridge Option, and such terms and conditions shall survive this Agreement. (c) In At the event Closing, each Exchanging Party shall receive, in consideration for the Roll-Up, that number of shares of that class of Common Stock set forth on Schedule "B" attached hereto and incorporated herein by this ------------ reference computed by multiplying the fully-diluted as-converted direct and indirect membership units held by each such Exchanging Party times seventeen (17). The rights, privileges, preferences and restrictions of the Common Stock shall be as set forth in the First Restated Certificate of Incorporation of the Corporation, substantially in the form attached hereto as Exhibit "A" and ----------- incorporated herein by this reference (the "Restated Certificate"), which shall be filed with the Delaware Secretary of State by counsel to the Corporation and the Company prior to the Closing. (d) Each Exchanging Party acknowledges and agrees that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, shares of Common Stock to be received by such Exchanging Party in the Roll-Up represents the amount due and owing each case, not reserved for issuance for purposes other than upon exercise such Exchanging Party on a liquidation of the Rights, is not sufficient to permit any exchange Company and a distribution of Rights proceeds after allocations of Net Income and Net Loss (as contemplated such terms are defined in accordance with this Section 24, then the Company shall take all such action Sixth Amendment) as may be necessary to authorize additional Exchange Securities provided for issuance upon exchange in the Sixth Amendment. (e) Each Exchanging Member or Exchanging Stockholder further acknowledges and agrees that the number of shares of the RightsCommon Stock received by such Exchanging Party in the Roll-Up contemplated by this Agreement is good and valuable consideration for the interests being exchanged hereunder, and is an accurate reflection of the fair market value of such interests as of the date hereof.

Exchange. (ai) The Unless earlier mailed or delivered by the Company, by action as soon as reasonably practicable after the Effective Time, and in any event no later than five (5) Business Days after the Closing Date, Parent or the Surviving Corporation shall mail or deliver, or cause to be mailed or delivered, to: each Company Stockholder in respect of the Board certificates of Directorsshares of Company Common Stock (the “Company Stock Certificates”) held by such Company Stockholder or the book-entry shares representing shares of Company Common Stock (“Book-Entry Shares”) held by such Company Stockholder, mayin each case, at its option, at any time after that were converted into the first occurrence of right to receive a Section 11(a)(ii) Event, exchange all specified cash amount or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void contingent rights pursuant to Section 7(e2.1(c) hereof(A) a letter of transmittal, substantially in the form of Exhibit C (each, a “Letter of Transmittal”) and (B) instructions for Units use in delivering a duly executed and fully completed Letter of Preferred Stock or shares of Common Stock, at Transmittal to Parent and effecting the election surrender of the Board of Directors (such Units of Preferred Company Stock or shares of Common StockCertificates and Book-Entry Shares, as applicable, in exchange for the applicable specified cash amount or contingent rights under Section 2.1(b) or Section 2.1(c) (such instructions, the “Exchange SecuritiesSurrender Instructions”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof . (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors ii) A Company Stockholder shall not be empowered entitled to effect receive any specified cash amount or any contingent right under Section 2.1(c) until such exchange at Company Stockholder has delivered to Parent a duly executed and fully completed Letter of Transmittal (and any time after required Form W‑9 or Form W‑8, duly completed and validly executed in accordance with the Surrender Instructions) and surrendered to the Surviving Corporation such Company Stockholder’s Company Stock Certificates and Book-Entry Shares, as applicable, in accordance with the Surrender Instructions, subject to Section 2.4(f). Upon delivery to Parent by a Company Stockholder of a duly executed and fully completed Letter of Transmittal (and any Acquiring Person required Form W‑9 or Form W‑8, duly completed and validly executed in accordance with the Surrender Instructions) and the surrender to the Surviving Corporation of such Company Stockholder’s Company Stock Certificates and Book-Entry Shares, as applicable, in accordance with the Surrender Instructions, such Company Stockholder shall have become be entitled to receive (1) the Beneficial Owner of 50% or more of specified cash amounts into which the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created formerly represented by such agreement (the “Trust”) all Company Stock Certificates or some (such Book-Entry Shares, as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchangeapplicable, were converted under Section 2.1(c)(i), and all Parent shall promptly pay, or some cause to be paid, such specified cash amounts to such Company Stockholder and (as designated 2) any contingent right into which any Common Stock formerly represented by such Company Stock Certificates or such Book-Entry Shares were converted under Sections 2.1(c)(ii)-(iv); provided, however, that, for the Board avoidance of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange doubt, no Company Stockholder shall be entitled to receive any cash amount contemplated by the contingent rights set forth in Sections 2.1(c)(ii)–(iv) until such Exchange Securities (cash amounts are otherwise payable in accordance with, and any dividends or distributions made thereon which cash amounts are subject to specified contingencies set forth in, this Agreement. Until surrendered to the Surviving Corporation as set forth above, each Company Stock Certificate and each Book-Entry Share will be deemed from and after the date on which such Exchange Securities are deposited Effective Time, for all corporate purposes, to evidence only the rights set forth in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be2.1(c), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its optionsole option and election, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof11(b)) for Units of Preferred Stock or shares of the Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the voting power of the shares of Common Stock then outstanding. From and after the occurrence of a an event specified in Section 13 Event13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with Company may establish at its sole option and election. Prior to effecting such an exchangeexchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities shares of Common Stock issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a) hereof), and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of the Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange exchange, and within ten calendar days of such action pursuant to Section 24(a), the Company shall promptly mail notices a notice of any such exchange by first class mail to all of the holders of such Rights in accordance with Section 26 hereof; provided, however, that at their last addresses as they appear upon the failure to give or any defect in any such notice shall not affect registry books of the validity of such exchangeRights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of Section 7(e) hereof11(b)) held by each holder of the Rights. Notwithstanding the foregoing, the failure to give, or any defect in, any notice required to be made or given pursuant to this Section 24(b) shall not affect the validity of the exchange of the Rights. (c) In The Company may, at its option, substitute for a share of Common Stock issuable upon the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with Section 24(a), (i) a number of shares of Preferred Stock or fraction thereof (or shares of equivalent preferred stock) such that the current market price per share of one share of Preferred Stock (or one share of equivalent preferred stock) multiplied by such number or fraction is equal to the current market price per share of one share of Common Stock, (ii) cash, (iii) debt securities of the Company, (iv) other assets or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company, equal to the current market price per share of one share of Common Stock (determined pursuant to Section 11(f)) on the Trading Day immediately preceding the date of the effectiveness of the exchange pursuant to this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, mandatorily exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"); provided, however, that during the 180 day period commencing when any Person becomes an Acquiring Person, any exchange of the Rights shall be effective only if there are at least five Continuing Directors then in office, and such exchange shall have been approved by the Board of Directors and by a majority of the such Continuing Directors. If the Board of Directors of the Company elects to exchange all the Rights for Common Stock pursuant to this Section 24 prior to the physical distribution of the Rights Certificates, the Corporation may distribute the Common Stock issuable in the exchange in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the date of such distribution. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence . (b) Any action of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors Company ordering the exchange of any Rights pursuant to Section 24(a) hereofshall be irrevocable and, immediately upon the taking of such action and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The CompanyEach of GF and GFPI (each, by action in such capacity, a "Holder") shall have the right, at such Holder's option, to exchange all or any portion of its Membership Interests into shares of Common Stock at any time, or from time to time, on or after the date that is six (6) months after the date hereof, at the Exchange Rate calculated as of the Board close of Directors, maybusiness on the Exchange Date (as defined in Section 1(b) below). (b) The right of exchange attaching to the Membership Interests may be exercised by the Holder thereof by delivering a duly signed and completed Exchange Notice to the Company, at its option, at any time principal office. The "Exchange Date" will be the date on which the duly signed and completed Exchange Notice is so delivered. As promptly as practicable on or after the first occurrence Exchange Date, but in no event later than seven (7) Business Days from the Exchange Date, the Company shall issue and deliver to the Holder at the Holder's request, either a certificate or certificates or electronic shares through "DWAC" for the number of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or full shares of Common StockStock issuable upon such exchange, together with payment in cash, determined as provided below, in lieu of any fraction of a share. Such certificate or certificates shall be delivered by the Company to the appropriate Holder by mailing certificates evidencing the additional shares to the Holders at their respective addresses set forth in the election register of the Board of Directors (such Units of Preferred Stock or Holders maintained by GFV. All shares of Common Stock, as applicable, Stock issuable upon exchange of the “Exchange Securities”), at an exchange ratio of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Membership Interests shall be fully paid and nonassessable. (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors c) The Company shall not issue a fractional share of Common Stock upon exchange of Membership Interests. Instead the Company shall deliver a check for an amount equal to the applicable fraction of a share multiplied by the Exchange Price per share as of the close of business on the Exchange Date, rounded to the nearest cent. (d) A Holder delivering a Exchange Notice will not be empowered required to effect such pay any taxes or duties in respect of the issue or delivery of Common Stock on exchange at but will be required to pay any time after tax or duty that may be payable in respect of any Acquiring Person shall have become transfer involved in the Beneficial Owner of 50% issue or more delivery of the shares of Common Stock then outstandingin a name other than that of the Holder of the Membership Interests, to the extent (if any) otherwise permitted. From and after the occurrence Certificates representing shares of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may Common Stock will not be exchanged pursuant issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. (e) The Company has reserved and shall continue to this Section 24(a). The reserve out of its authorized but unissued Common Stock or its Common Stock held in treasury enough shares of Common Stock to permit the exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality all of the foregoing, in connection with effecting Membership Interests for shares of Common Stock assuming that such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of exchange took place at the Exchange Securities issuable pursuant to the exchange, Price then in effect and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange such shares shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable and free of preemptive or similar rights. The Company shall take all commercially reasonable steps to comply with all securities laws regulating the offer and delivery of shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofMembership Interests therefor; provided, however, that the failure to give or any defect in any such notice Company shall not affect the validity of be required to file a registration statement with respect to such exchange. Any notice which is mailed securities, except as provided in the manner herein provided Registration Rights Agreement. (f) The Exchange Price shall be deemed givensubject to adjustment as follows: (i) In case the Company shall (A) pay a dividend (or make a distribution) on any class of its capital stock in shares of its Common Stock, whether (B) subdivide its outstanding shares of Common Stock into a greater number of shares or not (C) combine its outstanding shares of Common Stock into a smaller number of shares, the holder receives the notice. Each such notice Exchange Price in effect immediately prior thereto shall be adjusted (as provided below) so that Holders of Membership Interests thereafter surrendered for exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, entitled to receive the number of Rights shares of Common Stock which will be exchangedsuch Holder would have owned or have been entitled to receive immediately following such action had such Membership Interests been exchanged for shares of Common Stock immediately prior to such time. Any partial exchange The Exchange Price as adjusted shall be effected pro rata based on determined by multiplying the Exchange Price at which the Membership Interests were theretofore exchangeable by a fraction of which the denominator shall be the number of Rights shares of Common Stock outstanding immediately following such action and of which the numerator shall be the number of shares of Common Stock outstanding immediately prior thereto. Such adjustment shall be made whenever any event listed above shall occur and shall become effective retroactively immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision or combination. (ii) In case the Company shall pay a dividend to all holders of its Common Stock (including any dividend paid in connection with a consolidation or merger in which the Company is the continuing Company) of any shares of capital stock of the Company or its Subsidiaries (other than Rights which Common Stock) or evidences of its indebtedness or assets or property (other than cash and excluding dividends or distributions in connection with the liquidation, dissolution or winding up of the Company) or rights or warrants to subscribe for or purchase any of its capital stock or those of its Subsidiaries or capital stock convertible or exchangeable for Common Stock, then in each such case adequate provision shall be made so that each Holder shall have become null the right to receive the amount and void pursuant kind of assets, evidences of indebtedness, property or securities such Holder would have received had such Holder exchanged all of such Holder's Membership Interests for shares of Common Stock immediately prior to the provisions record date for such dividend. Such adjustment shall be made whenever any such payment is made, and shall become effective retroactively immediately after the record date for the determination of Section 7(e) hereof) held by each holder of Rightsstockholders entitled to receive the payment. (ciii) No adjustment in the Exchange Price shall be required unless the adjustment would require an increase or decrease of at least one percent (1%) in the Exchange Price then in effect; provided, however, that any adjustments that by reason of this Section 2(f)(iii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2(f) shall be made to the nearest cent. (iv) Whenever the Exchange Price is adjusted, as herein provided, the Company shall promptly send to each Holder of record by first class mail, postage pre-paid, a certificate of an officer of the Company setting forth the Exchange Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The certificate shall be conclusive evidence of the correctness of the adjustment. The Company shall promptly cause a notice of the adjusted Exchange Price to be mailed to each registered Holder. (v) In case of any reclassification of the event Common Stock, any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby each Holder shall have the right thereafter, during the period such Membership Interests shall be exchangeable, to exchange its Membership Interests only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange of the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise shares of Common Stock of the RightsCompany into which such Holder's Membership Interests would have been exchangeable immediately prior to the reclassification, is not sufficient consolidation, merger, sale, transfer or share exchange. The Company or the Person formed by the consolidation or resulting from the merger or which acquires such assets or which acquires the Company's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to permit any exchange establish such rights and such rights shall be clearly provided for in the definitive transaction documents relating to such transaction. Such certificate or articles of Rights incorporation or other constituent document shall provide for adjustments, which, for events subsequent to the effective date of the certificate or articles of incorporation or other constituent document, shall be as contemplated in accordance with this Section 24, then the Company shall take all such action nearly equivalent as may be necessary practicable to authorize additional Exchange Securities the adjustments provided for issuance upon exchange in this Section 2. The provisions of the Rightsthis Section 2(f)(v) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, mandatorily exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"); provided, however, that after any Person has become an Acquiring Person, any exchange of the Rights shall be effective only if there are at least five Continuing Directors then in office, and such redemption shall have been approved by the Board of Directors and by a majority of the such Continuing Directors. If the Board of Directors of the Company elects to exchange all the Rights for Common Stock pursuant to this Section 24 prior to the physical distribution of the Rights Certificates, the Corporation may distribute the Common Stock issuable in the exchange in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the date of such distribution. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence . (b) Any action of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors Company ordering the exchange of any Rights pursuant to Section 24(a) hereofshall be irrevocable and, immediately upon the taking of such action and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (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 organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Before effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of DirectorsBoard) of the Exchange Securities shares of Common Stock (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board Board) holders of Directors) of the Persons Rights entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the effectiveness of the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of any such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice (with prompt notice thereof to the Rights Agent) of any exchange. The Company promptly thereafter shall mail a notice of any such exchange and shall promptly mail notices to all of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that at their last addresses as they appear upon the failure to give or any defect in any such notice shall not affect registry books of the validity of such exchangeRights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)) held by each holder of Rights. Prior to effecting any exchange and registering shares of Common Stock (or such other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). No failure to give, or any defect in, any notice provided under this Section 24(b) shall affect the validity of any exchange. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action actions as may be necessary to authorize additional Exchange Securities shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action of the Board of Directors, Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustments in the date hereof number of Rights pursuant to Section 11 of this Rights Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange Voting Power of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateCompany. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange (with prompt written notice thereof to the holders of such Rights in accordance with Section 26 hereofAgent); provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the legality or validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(d) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock or Preferred Stock (or equivalent preferred stock) issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities shares of Common Stock or Preferred Stock (or equivalent preferred stock) for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11 (f)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for Units consideration per Right consisting of Preferred Stock or shares of Common Stock, at the election one-half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(a)(ii) or, if applicable, Section 9(b) (the consideration issuable per Right pursuant to this Section 24(a) being the "Exchange Consideration"). The Board of Directors (such Units of the Company may, at its option, issue, in substitution for Preferred Shares, Common Shares in an amount equal to the number of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of Shares multiplied by one Exchange Security per Right, as hundred (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”hereof). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of the Exchange Securities equal to the number of Consideration in exchange for each such Rights Right held by such holder multiplied by the Exchange Ratioholder. The Company shall promptly provide notify the Rights Agent and give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; providedPROVIDED, howeverHOWEVER, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of the Rights for the Exchange Securities for Rights Consideration will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the event that Company shall pay to the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise registered holders of the RightsRight Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (c), is not sufficient the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to permit any the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange of Rights as contemplated in accordance with pursuant to this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The Company, by action of ▇▇▇▇▇▇ shall have the Board of Directors, may, at its optionright, at any time after during which any unpaid Principal Amount remains outstanding hereunder, upon two (2) days prior notice to the first occurrence Borrower, to exchange the Note for a number of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stockcommon stock of Acorn (the "SHARES") to be issued to ▇▇▇▇▇▇, or, at the election of ▇▇▇▇▇▇, directly to the Board Persons named in the Exchange Direction (as defined in the Subordinated Participation Agreement dated as of Directors the date hereof by and between ▇▇▇▇▇▇ and the participants named therein) equal to (such Units i) the sum of Preferred Stock or the unpaid Principal Amount hereunder plus accrued and unpaid Interest through the date of exchange, divided by (ii) Three Dollars and Fifty Cents ($3.50). No fractional shares shall be issued thereupon and the recipient(s) of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio Shares shall receive a cash payment equal to the value of one Exchange Security per Right, as appropriately any fractional shares that would be called for by the foregoing formula. The aforementioned formula will be adjusted to reflect any in the event of a stock split, stock dividend or similar transaction occurring after event by Acorn so that the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoingrights set forth herein are, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of such event, as possible to such rights prior to such event. As a Section 13 Eventcondition to the issuance of the Shares, any Rights the recipient(s) thereof, shall, at the time of exchange, make such representations and warranties to Acorn and the Borrower as they shall reasonably require so as to permit the issuance of the Shares without registration thereof under the Securities Act of 1933, as amended, including, without limitation, acknowledgement that theretofore the Shares will not be registered under the Securities Act of 1933, as amended, will not be freely tradable on the public markets, will be subject to certain restrictions imposed by that Act and will have not been exchanged a legend on the certificates for such Shares so indicating. The Borrower covenants to ▇▇▇▇▇▇ to have available for exchange the number of Shares necessary to satisfy its obligations hereunder. Upon exchange of the Note for the Shares pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof 5, the rights and may not be exchanged pursuant to this Section 24(a). The exchange obligations of the Rights by the Board of Directors may be made effective at such time, on such basis Borrower and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange ▇▇▇▇▇▇ hereunder shall be entitled to receive such Exchange Securities (fully and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequateforever satisfied. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereof; provided, however, that the failure to give or any defect in any such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the number of Exchange Securities issued but not outstanding, or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the Rights.

Exchange. (a) The CompanyOn the Closing Date, by action subject to the terms and conditions of this Agreement, the Board of DirectorsHolder shall, mayand the Company shall, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e3(a)(9) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board 1933 Act, exchange the Series C Shares for 378,373 Exchange Shares based on a per share price of Directors $4.522 (the Nasdaq Official Closing Price of the common stock of the Company (as defined in the Nasdaq Listing Rules) immediately preceding the date of this Agreement of $0.2261, as adjusted to reflect the 1-for-20 reverse stock split to be effected immediately prior to the Final Closing). At the Closing (as defined below), the following transactions shall occur (such Units of Preferred Stock or shares of Common Stock, as applicabletransactions in this Section 1, the “Exchange SecuritiesExchange”), at an exchange ratio ): 1.1 As of one Exchange Security per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoingClosing Date, the Board Series C Shares shall be free and clear of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more all Liens. Upon receipt of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only Exchange Shares in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange 1.2, all of the Rights by Holder’s rights under the Board of Directors may Series C Shares shall be made effective at such time, on such basis and with such conditions as extinguished. 1.2 On the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, Closing Date the Company shall enter into issue the Trust Agreement and shall issue Exchange Shares to the trust created by such agreement Holder (or its designee). Promptly after the “Trust”) Closing Date the Company shall deliver a certificate or DRS advice slip evidencing the Exchange Shares to the Holder (or its designee). On the Closing Date, the Holder shall be deemed for all or some (as designated by corporate purposes to have become the Board holder of Directors) record of the Exchange Securities issuable pursuant Shares, irrespective of the date the Company delivers the certificate evidencing the Exchange Shares to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofHolder; provided, however, that to the failure extent that any issuances of Exchange Shares to give or any defect the Holder at the Closing in any accordance herewith would result in such notice Holder and its other Attribution Parties (as defined in the Notes) exceeding the Maximum Percentage (as defined in the Notes) (as calculated in accordance with Section 3(d)(i) of the Notes) (a “Maximum Percentage Event”), then such Holder shall not affect the validity of be entitled to receive such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that the aggregate number of Exchange Securities issued but not outstanding, or authorized but unissued, and, Shares in each case, not reserved for issuance for purposes other than upon exercise excess of the RightsMaximum Percentage (and shall not have beneficial ownership of such Exchange Shares (or other equivalent security) as a result of the Closing (and beneficial ownership) to such extent of any such excess), is such remaining portion of such Final Closing Exchange Shares that would have otherwise been issued to the Holder at the Final Closing (such remaining portion of Exchange Shares, the “Abeyance Shares”), such portion of the Series C Shares shall alternatively be exchanged for the right to receive such Abeyance Shares (with a beneficial ownership and issuance limitation substantially in the form of Section 3(d) of the Notes, mutatis mutandis), at such time or times as its right thereto would not sufficient to permit any exchange result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted such remaining portion of Rights as contemplated such Abeyance Shares in accordance with this Section 24, then herewith. 1.3 The Company and the Company Holder shall take all execute and/or deliver such action other documents and agreements as may be are customary and reasonably necessary to authorize additional Exchange Securities effectuate the Exchange. 1.4 For purposes of this Agreement, “Nasdaq Official Closing Price” shall be appropriately adjusted for issuance upon exchange of the Rightsany stock split, stock dividend, stock combination, reclassification or other similar transaction during such applicable period.

Exchange. On the Closing Date, the Company and the Exchanging Parties shall consummate the Private Exchange in the following manner: (a) The Company, by action the closing of the Board Private Exchange shall take place at the offices of DirectorsWachtell, mayLipton, Rosen & K▇▇▇, 5▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (i) at its option10:00 a.m. Eastern Time on the Business Day after each of the conditions set forth in Section 3(b) are satisfied or, to the extent permitted by applicable law, subpoena, court order, legal process, rule, regulation or governmental or regulatory authority or self-regulatory body (including any stock exchange rule), waived by the Company (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or, to the extent permitted by applicable law, waiver of those conditions) or (ii) at any time after as agreed by the first occurrence of a Section 11(a)(ii) Event, exchange all or part of Company and the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(e) hereof) for Units of Preferred Stock or shares of Common Stock, at the election of the Board of Directors Initial Exchanging Parties (such Units of Preferred Stock or shares of Common Stock, as applicabledate and time, the “Exchange SecuritiesClosing”, and such date the “Closing Date”); (b) on the Closing Date, the Exchanging Parties shall assign, transfer and deliver via deposit and withdrawal at custodian (“DWAC”) requests through the book-entry facilities of The Depository Trust Company (“DTC”), at an exchange ratio all of one Exchange Security per Righttheir right, title and interest in and to the Existing 2025 Notes held by the Exchanging Parties as of the Existing 2025 Notes Acquisition Deadline, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only determined in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing4(d) below, in connection with effecting such an exchange, aggregate principal amount not to exceed the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve Exchange Cap (the “Trust AgreementPrivately Exchanged Notes”). If the Board , free and clear of Directors so directsany Encumbrance, to the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all its trustee or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may bedesignee), and the Company shall issue and deliver to each of the Exchanging Parties (or to any such trustee or designee), for each $1,000 principal amount of Privately Exchanged Notes free and clear of all Encumbrances (other than Encumbrances arising under applicable securities laws, the organizational documents of the Company, this Agreement or arising due to actions of the Exchanging Parties), (i) $1,308.82 in principal amount of Secured Notes via DTC, by delivering, or causing to be deemed to have received delivered, through such Exchanging Party’s custodian(s) as consideration for such issuance a benefit having a value that is at least equal specified to the aggregate par value Company in writing on or prior to the Existing 2025 Notes Acquisition Deadline, and (ii) 33.92 Common Shares, as adjusted for stock combinations, recapitalizations and similar type transactions prior to the Closing, through the facilities of the Exchange Securities so issued. Approval by Company’s transfer agent for the Board of Directors of Common Shares to the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder account of such Rights shall be to receive that number of Exchange Securities equal Exchanging Party as specified to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide public notice of any such exchange and shall promptly mail notices of any such exchange in writing on or prior to the holders of such Rights in accordance with Section 26 hereofExisting 2025 Notes Acquisition Deadline as set forth herein; provided, however, that any delay in such delivery by the failure Company as a result of transfer agent’s internal processes in issuing or delivering such Common Shares will not be a default under this Agreement so long as the Company is using its reasonable best efforts to give or any defect in any such notice shall not affect effect the validity delivery and issuance of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of Exchange Securities for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.Common Shares; (c) In any accrued and unpaid interest on the event that Privately Exchanged Notes held by the number of Exchange Securities issued Exchanging Parties from the latest interest payment date to, but not outstandingincluding, the Closing Date, shall be paid by the Company by wire transfer of immediately available funds to one or authorized but unissued, more accounts designated by the Exchanging Parties on or prior to the Closing Date; and (d) The Exchanging Parties shall exchange Existing 2025 Notes, in each casean aggregate principal amount not to exceed the Exchange Cap, not reserved for issuance for purposes other than upon exercise at and subject to the occurrence of the RightsClosing, according to the following priorities: (i) first, the Initial Exchanging Parties (or their respective Permitted Transferees) shall exchange any Existing 2025 Notes held by the Initial Exchanging Parties as of the Agreement Effective Date, (ii) second, the Additional Exchanging Parties (or their respective Permitted Transferees) shall exchange any Existing 2025 Notes held by each Additional Exchanging Party as of the date of such Additional Exchanging Party’s execution of the joinder agreement required by Section 9(a); (iii) third, each Initial Exchanging Party (and its Permitted Transferees) shall exchange any Existing 2025 Notes held by such Initial Exchanging Party as of the Existing 2025 Notes Acquisition Deadline in addition to the Existing 2025 Notes described in clause (i) above; and (iv) fourth, with the consent of the Initial Exchanging Parties, each Additional Exchanging Party (and its Permitted Transferees) shall exchange any Existing 2025 Notes held by such Additional Exchanging Party as of the Existing 2025 Notes Acquisition Deadline in addition to the Existing 2025 Notes described in clause (ii) above; provided that, if the exchange of all of the Existing 2025 Notes described in any of the preceding levels of priority would cause the Exchange Cap to be exceeded (the “Exceeded Level”) but the exchange of all Existing 2025 Notes described in the level of priority immediately preceding such level of priority would not cause the Exchange Cap to be exceeded, the amount of Existing 2025 Notes described in the Exceeded Level shall be adjusted at the sole discretion of the Initial Exchanging Parties until the Exchange Cap is not sufficient exceeded, and each Exchanging Party holding Existing 2025 Notes described in the Exceeded Level shall exchange its share (rounded down to permit any exchange the nearest $1,000 in aggregate principal amount of Rights Existing 2025 Notes) as contemplated in accordance with this Section 24, then determined by the Company shall take all such action as may be necessary to authorize additional Exchange Securities for issuance upon exchange of the RightsInitial Exchanging Parties.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, Stock Acquisition Date exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Units of Preferred Common Stock (or shares of Common Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Equivalents) at an exchange ratio of one Exchange Security share of Common Stock per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of the distribution by CPC to its stockholders of one hundred percent (100%) of the outstanding Common Stock (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or any such Subsidiary, or any entity holding Common Stock as a fiduciary for or pursuant to the terms of an such employee benefit plan or employee stock plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of Directors) of the Exchange Securities issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) of the Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such Exchange Securities (and any dividends or distributions made thereon after the date on which such Exchange Securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to and in compliance with subsection (a) of this Section 24(a) hereof, 24 and without any further action and without any notice, the right night to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights, which excludes Rights that have become void pursuant to the provisions of Section 7(e) hereof, shall be to receive that number of Exchange Securities shares of Common Stock, or Common Stock Equivalents, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide file notice of such Board action with the Rights Agent and give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)) held by each holder of Rights. (c) In the event that the number there shall not be sufficient shares of Exchange Securities Common Stock issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required, pursuant to this Section 24, to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates, with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Price of a whole share of Common Stock. For the purposes of this paragraph (d), the Current Market Price of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same Current Market Price as the Common Stock on such date.

Exchange. (a) The Company, by action Board of Directors of the Board of Directors, Company may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Eventany Person becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) for Units of Preferred Stock or shares of Common Stock, at the election Shares of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), Company at an exchange ratio of one Exchange Security Common Share per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of any such plan appointed by the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares Common Shares of Common Stock the Company then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged Before effecting an exchange pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange24, the Board of Directors of the Company may direct the Company to enter into a Trust Agreement trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board of DirectorsBoard) of the Exchange Securities Common Shares (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board Board) holders of Directors) of the Persons Rights entitled to receive Exchange Securities shares pursuant to the exchange shall be entitled to receive such Exchange Securities shares (and any dividends paid or distributions made thereon after the date on which such Exchange Securities shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a) hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Exchange Securities Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly provide give public notice of any such exchange and shall promptly mail notices of any such exchange to the holders of such Rights in accordance with Section 26 hereofexchange; provided, however, that the failure to give give, or any defect in any in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall will state the method by which the exchange of Exchange Securities the Common Shares of the Company for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) held by each holder of Rights. Prior to effecting any exchange and registering Common Shares (or such other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or “equivalent preferred shares”, as such term is defined in Section 11(b)) for Common Shares exchangeable for Rights, at the initial rate of one one thousandth of a Preferred Share (or equivalent preferred shares) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Common Shares of the number of Exchange Securities Company issued but not outstanding, outstanding or authorized but unissued, and, in each case, not reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, then the Company shall take all such action as may be necessary to authorize additional Exchange Securities Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares of the Company, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of preferred shares or fraction thereof such that the current per share market price of one preferred share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such preferred shares or fraction thereof. (e) The Company shall not be required to issue fractions of Common Shares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.