Common use of Redemption Clause in Contracts

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(a) hereof (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any noticenotice (with prompt written notice thereof to the Rights Agent), the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors pursuant to paragraph (b) of this Section 24, and will not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to the earliest of (x) the close of business on the tenth day following a Shares Acquisition Date, or (y) 5:00 p.m., E.S.T., on the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price date hereof. The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis, and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (bc) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (b) of this Section 24, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall will promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall will not affect the validity of such redemption. Within 10 days after such action ordering the redemption of the RightsRights pursuant to paragraph (b) or (c), as the case may be, the Company will mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent, or prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall will be deemed duly given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon on the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Directors. Notwithstanding anything contained in this Agreement to the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Datecontrary, the Board of Directors of Rights will not be exercisable after the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the first occurrence of a Share Acquisition Date and following Section 11(a)(ii) Event until such time as the expiration of the Company's right of redemption hereunder, (iunder Section 24(b) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23has expired.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors pursuant to subsection (b) of this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Rights are no longer redeemable hereunderCompany’s right of redemption hereunder has expired. (bc) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to subsection (b) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the effectiveness of the action of the Board of Directors ordering the redemption of the RightsRights pursuant to subsection (b), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution fifth day following the Shares Acquisition Date (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The date on which the Board of Directors elects to such time make the redemption effective shall be referred to as the Rights are no longer redeemable hereunder"Redemption Date. (b) " Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the Distribution Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights by the Board of Directors of the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may designate prior establish. Notwithstanding anything to the contrary in this Agreement, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Rights are no longer redeemable hereunderCompany’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the -------- ------- failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Prior to the Expiration Date, the Directors of the Company may, at its their option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date. Any such redemption will be effective immediately upon the action of the Directors of the Company ordering the same, unless such action of the Directors of the Company expressly provides that such redemption will be effective at a subsequent time or on upon the occurrence or nonoccurrence of one or more specified events (in which case such later date as redemption will be effective in accordance with the Board provisions of such action of the Directors may designate prior to such time as of the Rights are no longer redeemable hereunderCompany). (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the redemption of the RightsRights as provided in Section 23(a), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the RightsRights as provided in Section 23(a), the Company shall will publicly announce such actionredemption and, and within 10 calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall will not affect the validity of the redemption of the Rights. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof)) at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following . The Company may, at its option, combine the Share Acquisition Date, the Board of Directors payment of the Company Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may relinquish reduce the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights amount thereof on account of the Board of Directors concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company to redeem from paying the Rights shall terminate without further action and without any notice. Promptly after adoption Redemption Price (in the form of such a resolutionconsideration deemed appropriate by the Directors) at the time of redemption, the Company shall publicly announce will pay the Redemption Price, without interest, promptly after such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving time as the Company or any of its Subsidiaries, which did not result in ceases to be so prevented from paying the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23Redemption Price.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution close of business on the tenth day following the Shares Acquisition Date and (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of U.S. $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The date on which the Board of Directors elects to such time make the redemption effective shall be referred to as the Rights are no longer redeemable hereunder“Redemption Date”. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption or in Section 24 hereof, and other than in connection with the purchase of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number shares of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject Stock prior to the provisions of this Section 23Distribution Date.

Redemption. (a) 23.1 The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to such time as any Person becomes an Acquiring Person, redeem all, but not less than all, of the Close then outstanding Rights at a redemption price of Business on $0.001 per one one-thousandths of a Preferred Share represented by a Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the later date hereof (the “Redemption Price”). The redemption of (i) the Distribution Date and (ii) Rights by the Share Acquisition DateBoard of Directors may be made effective at such time, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, Common Shares or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) 23.2 Immediately upon the action time of the effectiveness of the redemption of the Rights or such earlier time as may be determined by the Board of Directors of the Company in the action ordering such redemption (although not earlier than the redemption time of such action) (the Rights“Redemption Date”), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten days after action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24, other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Shares Acquisition Date or such later date as may be determined by action of a majority of Continuing Directors then in office and publicly announced by the Company or (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on such later date the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash; provided, however, if the Board of Directors may designate prior to such time as of the Company authorizes redemption of the Rights are no longer redeemable hereunderon or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of If the Company may, at its option, redeem all but not less than Remarketing Dealer has elected to purchase all of the then-outstanding Rights at the Redemption Price at Securities on any time prior Remarketing Date pursuant to the Close paragraph 2 of Business on the later this reverse of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the RightsSecurity, the Company and the Co-Obligor shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish have the right to redeem the Rights under this Section 23 Securities, in whole or in part, from the Remarketing Dealer on such Remarketing Date, at a price equal to the sum of (x) the applicable Dollar Price (as defined in the Remarketing Agreement) and (y) the Call Price (as defined in the Remarketing Agreement) (the sum of (x) and (y) equaling the "Redemption Price") and by duly adopting a resolution to that effect. Immediately upon adoption giving written notice of such resolutionelection, including the amount of Securities to be so redeemed, to the Remarketing Dealer no later than the later of: (i) the Business Day immediately prior to the relevant Determination Date, or (ii) if fewer than three Reference Corporate Dealers timely submit firm, committed bids in writing in accordance with subparagraph (a) of paragraph 5 of this reverse of Security, immediately after the deadline set by the Remarketing Dealer for receiving such bids has passed; provided that this clause (ii) shall not apply if the Company and the Co-Obligor have given notice to the Remarketing Dealer that such bids should not be solicited as provided in subparagraph (b) of paragraph 5 of this reverse of Security. In either such case, the rights Company and the Co-Obligor shall pay such Redemption Price for the specified amount of Securities in same-day funds by wire transfer on such Remarketing Date to an account designated by the Board Remarketing Dealer. For purposes of Directors of calculating the Call Price, the Remarketing Dealer shall be deemed to have made the request for the Call Price on the date the Company and the Co-Obligor make their election to redeem the Rights shall terminate without further action specified amount of Securities. Unless the Company and without any noticethe Co-Obligor default in payment of the Redemption Price, on and after the applicable Remarketing Date, interest will cease to accrue on the Securities or portions thereof called for redemption. Promptly after adoption Upon such payment of such a resolutionthe Redemption Price, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity outstanding principal amount of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Securities shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23reduced accordingly.

Redemption. (a) The Company may, by resolution of its Board of Directors of the Company mayDirectors, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth Business Day following the Stock Acquisition Time or (y) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption under this Section 23(a) has expired. The Board of Directors of the Company may, in its discretion, at any time prior to the Close Stock Acquisition Time, extend the time within which to redeem the then outstanding Rights prior to their exercise. The redemption of Business on the later Rights by the Board of (i) the Distribution Date and (ii) the Share Acquisition DateDirectors may be made effective at such time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, Common Stock (based on the Current Market Price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors of the Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such time subsequent to such action as the Board of Directors may determine), evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Neither the Company maynor any of its Affiliates or Associates may redeem, acquire or purchase any Rights at its optionany time in any manner other than that specifically set forth in this Section 23, pay and other than in connection with the Redemption Price in cash, repurchase of Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors Stock of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionoption and in its sole discretion, at any time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares or Class A Common Shares after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion, may establish. The Redemption Price shall be payable, at any time prior to the Close option of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateCompany, in cash, Common Shares, or on such later date other form of consideration as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereundershall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights thereafter shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares or Class A Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Neither the Company maynor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at its optionany time or in any manner other than as specifically set forth in this Section 23 or Section 24 hereof, pay and other than in connection with the Redemption Price in cash, purchase of Common Shares (based upon the current per share market price of the or Class A Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors then in office, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution Date date on which any Person becomes an Acquiring Person, and (ii) the Share Acquisition Final Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the effective time of the action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsClass A Common Stock and Class B Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time Company's election, cash or depositary receipts in lieu of redemptionfractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share of Preferred Stock) of Class A Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Class B Preferred Stock, as appropriate, or Class A Common Stock or Class B Common Stock, as appropriate, in each case having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce at any time after the date of this Rights Agreement (A) pay any dividend on Class A Common Stock or Class B Common Stock in shares of Class A Common Stock or Class B Common Stock, (B) subdivide or split the outstanding shares of Class A Common Stock or Class B Common Stock into a greater number of shares, or (C) combine or consolidate the outstanding shares of Class A Common Stock or Class B Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Class A Common Stock or Class B Common Stock, then, and in each such actionevent, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Class A Common Stock or Class B Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock or Class B Common Stock outstanding immediately prior to such event; provided, however, that in each case such adjustment to the failure to give, or any defect in, any such notice Redemption Price shall not affect be made only if the validity amount of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.reduced or increased by at least $0.01

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board, in its sole discretion, may establish. The Corporation may, at its option, pay the Redemption Price at any time prior to the Close of Business in cash, Common Shares (based on the later current per share market price of (ithe Common Stock at the time of redemption as determined pursuant to Section 11(d)(i)) or any other form of consideration deemed appropriate by the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderBoard. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 24, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price. Promptly Within 10 days after the such action of its the Board of Directors ordering the redemption of the Rights, the Company Corporation shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give mail a notice of such redemption to the Rights Agent and all the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company Neither the Corporation nor any of its Affiliates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 24 or in Section 25, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (c) In the case of a redemption under Section 24(a), the Corporation may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) Rights at their last addresses as they appear on the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors registry books of the Company (based upon Rights Agent or, prior to the fair market value of such other considerationDistribution Date, determined by on the Board of Directors registry books of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors transfer agent of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Personsupon such action, then the right of redemption hereunder all outstanding Rights Certificates and related Rights shall be reinstated and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Corporation.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board in its sole discretion may establish. The Redemption Price shall be payable, at the option of Directors may designate prior to the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Subsection (a) of this Section 23 (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to the Rights Agent and to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Subject to the following sentence, the Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). If at any time prior to a Person becoming an Acquiring Person there occurs a Change in Control, then the Close of Business on the later of Rights may be redeemed pursuant to this Section 23(a) only if (i) the Distribution Date Board of Directors (x) approves such redemption, (y) recommends such redemption to the Company's shareholders and (z) takes all steps necessary to call and hold a special meeting of the Company's shareholders (a "Special Meeting") for the purpose of voting on such redemption and (ii) at such Special Meeting the Share Acquisition Dateholders of at least 85% of the Common Shares then outstanding approve ("Shareholder Approval") such redemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Subject to the Provisions of this Section 23(a), the redemption of the Rights by the Board of Directors may be made effective at such time on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as establish. If redemption of the Rights are no longer redeemable hereunderis to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that, subject to compliance with the limitations that apply under this Section 23(a) following a Change in Control, the Board of Directors may subsequently cause the Rights to be redeemed at a date earlier than the scheduled effective date of the redemption. (b) Immediately upon the action of the Board of Directors (subject, in the event of the Company a Change in Control, to Shareholder Approval of any redemption) ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such actionpromptly give public notice, and within 10 calendar days thereafter, the Company shall give with simultaneous written notice of such redemption to the holders Rights Agent, of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors (subject, in the event of a Change in Control, to Shareholder Approval of any redemption) ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Rights. Upon such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights all outstanding Right Certificates shall terminate be null and void without further action and without any noticeby the Company. Promptly after adoption of such a resolution, Neither the Company shall publicly announce such action; providednor any of its Affiliates or Associates may redeem, howeveracquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than 69 66 all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon 70 67 the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price") at any time prior to the Close of Business on the later Distribution Date. Any such redemption shall be effective immediately upon the action of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board ordering the same, unless such action of Directors may designate prior to the Board expressly provides that such redemption shall be effective at a subsequent time as or upon the Rights are no longer redeemable hereunderoccurrence or nonoccurrence of one or more specified events (in which case such redemption shall be effective in accordance with the provisions of such action of the Board). (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption transfer agent for the shares of the RightsClass A Common Stock and Class B Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will shall be made. The Company may, at its option, pay the Redemption Price in cash, shares of Class A Common Shares Stock or Class B Common Stock as the case may be (based upon the current per share market price Current Per Share Market Price of the Class A Common Shares Stock or Class B Common Stock (determined pursuant to Section 11(d) hereof)) at the time of redemption) or ), any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following . The Company may, at its option, combine the Share Acquisition Date, the Board of Directors payment of the Company Redemption Price with any other payment being made concurrently to holders of Class A Common Stock or Class B Common Stock and, to the extent that any such other payment is discretionary, may relinquish reduce the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights amount thereof on account of the Board of Directors concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company to redeem from paying the Rights shall terminate without further action and without any notice. Promptly after adoption Redemption Price (in the form of such a resolutionconsideration deemed appropriate by the Board) at the time of redemption, the Company shall publicly announce pay the Redemption Price, without interest, promptly after such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving time as the Company or any of its Subsidiaries, which did not result in ceases to be so prevented from paying the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23Redemption Price.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the later of the Stock Acquisition Date and the Distribution Date and (ii) the Expiration Date, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right (the “Redemption Price”) appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring on or after the date of this Agreement. The Company may, at its option, pay the Redemption Price at any time prior to the Close in cash, shares (including fractional shares) of Business Common Stock (based on the later Current Market Price of (ithe Common Stock at the time of redemption) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as any other form of consideration deemed appropriate by the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderDirectors. (b) Immediately upon At the action time and date of effectiveness set forth in any resolution of the Board of Directors of the Company ordering the redemption of the RightsRights (the “Redemption Date”), and without any further action and without any further notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price; provided, however, that such resolution of the Board of Directors of the Company may be revoked, rescinded or otherwise modified at any time prior to the time and date of effectiveness set forth in such resolution, in which event the right to exercise will not terminate at the time and date originally set for such termination by the Board of Directors of the Company. Promptly As soon as practicable after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the issuance of Rights Certificates, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. In the case of a redemption permitted under this Section 23, the Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price discharge all of the Common Shares (determined pursuant its obligations with respect to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then prior to the right issuance of redemption hereunder the Rights Certificates, on the registry books of the transfer agent for the Common Stock, and upon such action, all outstanding Rights Certificates shall be reinstated null and shall thereafter be exercisable subject void without any further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than as specifically set forth in this Section 23 and other than in connection with the purchase of shares of Common Stock prior to the provisions earlier of this Section 23the Distribution Date and the Expiration Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunder.Board of Directors. 54 52 (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionoption and in its sole discretion, at any time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion, may establish. The Redemption Price shall be payable, at any time prior to the Close option of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateCompany, in cash, Common Shares, or on such later date other form of consideration as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereundershall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights thereafter shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all by action of a majority of the then-outstanding Rights at the Redemption Price Board of Directors (including, following a Section 11(a)(ii) Event, a Requisite Majority) at any time prior to the Close of Business on the later earlier of (i) the Distribution 10th business day after the Stock Acquisition Date and (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such later date basis and with such conditions as the Board of Directors of the Company, in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of a majority of the Board of Directors of the Company (including, following a Section 11(a)(ii) Event, a Requisite Majority) ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject Stock prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price at a redemption price of $.01 per Right, appropriately adjusted to reflect any time prior stock split, stock dividend or similar transaction with respect to the Close Common Stock occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateRights may be made effective at such time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to the Rights Agent and to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board, by the affirmative vote of the Board of Directors of the Company Trustees, may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any share split, share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price at any time Price”). The preceding sentence notwithstanding, prior to the Close expiration of Business on the later of period during which the Rights may be redeemed as specified therein (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date longer period as the Board of Directors Trustees of the Trust may designate prior select pursuant to this sentence), the Board of Trustees of the Trust may extend, one or more times, the period during which the Rights may be redeemed beyond the close of business on the tenth day following the Shares Acquisition Date. The Trust may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Trustees. The redemption of the Rights by the Board of Trustees may be made effective at such time on such basis and with such conditions as the Rights are no longer redeemable hereunderBoard of Trustees in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company Trustees ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Trustees pursuant to the last sentence of paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company The Trust shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Trustees ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Trust shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company Trust may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based Rights; then, and upon the fair market value of such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights all outstanding Right Certificates shall terminate be null and void without further action and without by the Trust. Neither the Trust nor any notice. Promptly after adoption of such a resolutionits Affiliates or Associates may redeem, the Company shall publicly announce such action; providedacquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, however, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being called the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, Common Shares or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such actionpromptly give public notice, and within 10 calendar days thereafter, the Company shall give with simultaneous written notice of such redemption to the holders Rights Agent, of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect effect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed to have been duly given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, or in Section 24 or other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company Corporation may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Corporation as provided in Section 26 hereof) or (ii) the Share Acquisition Expiration Date, or on such later date at a redemption price of $0.005 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Corporation's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company Corporation shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Corporation's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-thousandth (1/1,000) at the time of redemptiona share) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At In the event the Corporation shall at any time following after the Share Acquisition Date, the Board date of Directors this Rights Agreement (A) pay any dividend on Common Stock in shares of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderCommon Stock, (iB) subdivide or split the outstanding shares of Common Stock into a Person who is an Acquiring Person shall have transferred or otherwise disposed of a greater number of shares or (C) combine or consolidate the outstanding shares of Common Shares in one transaction Stock into a smaller number of shares or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of effect a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less reverse split of the outstanding shares of Common SharesStock, or (D) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation), then, and (ii) there are no other Persons immediately following in each such event, the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject appropriately adjusted to reflect the provisions of this Section 23foregoing.

Redemption. (a) 23.1 The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to such time as any Person becomes an Acquiring Person, redeem all, but not less than all, of the Close then outstanding Rights at a redemption price of Business on $0.001 per one one-thousandth of a Preferred Share represented by a Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the later date hereof (the “Redemption Price”). The redemption of (i) the Distribution Date and (ii) Rights by the Share Acquisition DateBoard may be made effective at such time, or on such later date basis and subject to such conditions as the Board in its sole discretion may establish. The Redemption Price shall be payable, at the option of Directors may designate prior to the Company, in cash, Common Shares or such time other form of consideration as the Rights are no longer redeemable hereunderBoard shall determine. (b) 23.2 Immediately upon the action time of the Board effectiveness of Directors of the Company ordering the redemption of the RightsRights or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action) (the “Redemption Date”), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten days after action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24, other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar date following the Shares Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board of Directors of the Company in the action ordering such redemption (although not earlier than the redemption time of such action) (such time the Rights"Redemption Date"), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or nor any of its SubsidiariesAffiliates or Associates may redeem, which did not result acquire or purchase for value any Rights at any time in the occurrence of a Triggering Event such any manner other than that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described specifically set forth in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23, other than in connection with the purchase of Common Stock.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Shares Acquisition Date or such later date as may be determined by the affirmative vote of a majority of the Board of Directors and publicly announced by the Company, or (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”), and the Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the Current Per Share Market Price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten calendar (10) days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then- outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) 4.1 The Board of Directors of the Company Corporation may, at its optionupon giving notice as hereinafter provided, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior the whole or part of the outstanding Class B Preference Shares out of capital pursuant to the Close of Business Corporations Act, Ontario, on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior payment for each share to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action be redeemed of the Board sum of Directors of $0.05 per Class B Preference Share, together with all declared but unpaid dividends thereon up to the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Pricedate fixed for redemption. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give Not less than thirty day's notice in writing of such redemption to shall be given by the holders of the then-outstanding Rights Corporation by mailing such notice to all such the registered holders at their last addresses as they appear upon the registry books of the Company; providedshares to be redeemed, howeverspecifying the date and place or places of redemption. On or after the dates so specified for redemption, that the failure Corporation shall pay or cause to givebe paid to or to the order of the registered holders of the Class B Preference Shares to be redeemed the redemption price thereof on presentation and surrender at the head office of the Corporation, or any defect inother place designated in such notice, of the certificates representing the Class B Preference Shares called for redemption. If a part only of the shares represented by any certificate be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified for redemption in any such notice notice, the Class B Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not affect be entitled to exercise any of the validity rights of shareholders in respect thereof unless payment of the redemption price shall not be made upon presentation of certificates in accordance with the Rights. Any notice foregoing provisions, in which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, case the rights of the Board shareholders shall remain unaffected. The Corporation shall have the right at any time after the mailing of Directors notice of its intention to redeem any Class B Preference Shares to deposit the redemption price of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption shares so called for redemption or of such of the said shares represented by certificates as have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a resolutionspecial account in any chartered bank or any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Class B Preference Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Company Class B Preference Shares in respect whereof such deposit shall publicly announce such action; provided, however, that have been made shall be redeemed and the failure to give, or any defect in, any such notice shall not affect the validity rights of the action holders thereof after such redemption date, as the case may be, shall be limited to receiving without interest their proportionate part of the Board of Directors total redemption price so deposited against presentation and surrender of the Company. (d) Ifsaid certificates held by them, following respectively. In the occurrence of a Share Acquisition Date and following the expiration event that only part of the right Class B Preference Shares is at any time to be redeemed, the shares so to be redeemed shall be selected pro rata (disregarding fractions) from among the holders of record thereof as at the date of the notice of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed in such other manner as the board of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less directors of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described Corporation in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23its sole discretion may deem equitable.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time before such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption as determined pursuant to Section 11(d)(i) hereof) or any time prior other form of consideration deemed appropriate by the Board. Notwithstanding the foregoing, the aggregate Redemption Price payable to any holder of Rights upon the redemption of all Rights held by such holder shall be rounded to the Close nearest $0.01 (such that fractions of Business on $0.01 greater than or equal to $0.005 shall be rounded up and fractions of $0.01 less than $0.005 shall be rounded down); and further provided that the later aggregate Redemption Price payable to any holder of (i) Rights upon the Distribution Date and (ii) the Share Acquisition Date, or on redemption of all Rights held by such later date as the Board of Directors may designate prior to such time as the Rights are Person shall in no longer redeemable hereunderevent be less than $0.01. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, before the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant failure to give notice required by this Section 11(d) hereof) at the time of redemption23(b) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice therein shall not affect the validity of the action of the Board of Directors of taken by the Company. (dc) If, following In the occurrence case of a Share Acquisition Date and following redemption under Section 23(a) hereof, the expiration Company may, at its option, discharge all of its obligations with respect to the right of redemption hereunder, Rights by (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then before the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be reinstated and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Corporation may, by resolution of its Board of Directors of the Company mayDirectors, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later earlier of (ix) the Distribution Date and time that the Corporation becomes aware that a Person has become an Acquiring Person or (iiy) the Share Acquisition Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (payable in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Corporation), appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). Such redemption of the Rights by the Corporation may be made effective at such time, on such later date bases and with such conditions as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderin its sole discretion establish. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the redemption of the RightsRights (or at such time subsequent to such action as the Board of Directors may determine), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company The Corporation shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of any such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock of the Corporation. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayNeither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption or in Section 24 hereof, other than in connection with the purchase of such resolution, the rights Common Stock of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject Corporation prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionoption by majority vote, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Company as provided in Section 27 hereof) or (ii) the Share Acquisition Final Expiration Date, at a redemption price of $.001 per Right, subject to adjustments to reflect any stock split, stock dividend or on such later similar transaction occurring after the date hereof as provided in subsection (c) below (the "Redemption Price"); provided, however, the Company may redeem the Rights only if at the time of the action of the Board there are then in office not less than two Continuing Directors and such redemption is approved by a majority of the Continuing Directors may designate then in office. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the Board's action of the Board of Directors of the Company ordering the redemption of the Rightsrights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within ten (10) days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to giveRights Agent, or any defect inprior to the Distribution Date, any such notice shall not affect on the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the such notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Company's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) at the time of redemptiona share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a share, integral multiples of that fraction) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Preferred Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce such action; provided, however, that at any time after the failure to give, or date of this Rights Agreement (A) pay any defect in, any such notice shall not affect the validity dividend on Common Stock in shares of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderCommon Stock, (iB) subdivide or split the outstanding shares of Common Stock into a Person who is an Acquiring Person shall have transferred or otherwise disposed of a greater number of shares or (C) combine or consolidate the outstanding shares of Common Shares in one transaction Stock into a smaller number of shares or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of effect a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less reverse split of the outstanding shares of Common SharesStock, then, and (ii) there are no other Persons immediately following in each such event, the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to such event and shall thereafter be exercisable subject to the provisions denominator of this Section 23which is the number of shares of Common Stock outstanding immediately after such event.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Shares Acquisition Date or such later date as may be determined by action of a majority of Continuing Directors then in office and publicly announced by the Company or (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on such later date the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash; PROVIDED, HOWEVER, if the Board of Directors may designate prior to such time as of the Company authorizes redemption of the Rights are no longer redeemable hereunderon or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date, or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date, or such later date as may be determined by action of a majority of the Board of Directors then in office and publicly announced by the Company), or (ii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price at any time prior Price”). Notwithstanding anything contained in this Agreement to the Close of Business on the later of (i) the contrary, a Distribution Date shall not occur and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to Rights shall not be exercisable until such time as the Rights are no longer redeemable hereunderCompany’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market price”, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of Transfer Agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, may at its option, at any time prior to the earliest of (i) the close of business on the tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), (ii) a determination by the Board of Directors that any Person is an Adverse Person, or (iii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price at any time prior Price"). Notwithstanding anything contained in this Agreement to the Close of Business on contrary, the later of (iRights shall not be exercisable as provided in Section 11(a)(ii) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to until such time as the Rights are no longer redeemable hereunderCompany's right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such later time as shall be specified in the resolution taking such action), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights and the Rights Agent by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption transfer agent for the shares of the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based upon on the current per share market price Current Per Share Market Price, as defined in Section 11(d), of the Common Shares (determined pursuant to Section 11(d) hereof) Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofDirectors. (c) At In case the Company shall propose (a) to pay any time following dividend payable in stock of any class to the Share Acquisition Dateholders of its Preferred Stock or Common Stock or to make any other distribution to the holders of its Preferred Stock or Common Stock (other than a regular cash dividend), (b) to offer to the Board holders of Directors its Preferred Stock or Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or Common Stock or shares of stock of any class or any other securities, (c) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock or Common Stock), (d) to effect any consolidation, merger or share exchange into or with any other Person (other than a Subsidiary of the Company may relinquish the right in a transaction which complies with Section 11(m)), (e) to redeem the Rights under this Section 23 by duly adopting a resolution effect any sale or other transfer or to that effect. Immediately upon adoption permit one or more of such resolutionits Subsidiaries to effect any sale or other transfer, the rights in one or more related transactions, of 50 percent or more of the Board of Directors assets or earning power of the Company and its Subsidiaries (taken as a whole) to redeem any other Person (other than the Rights shall terminate without further action and without Company and/or any notice. Promptly after adoption of its Subsidiaries in one or more transactions each of which complies with Section 11(m)), or (f) to effect the liquidation, dissolution or winding up of the Company, then, in each such a resolutioncase, the Company shall publicly announce give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 25, a notice of such proposed action; provided, however, that which shall specify the failure to giverecord date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Preferred Stock or Common Stock if any defect insuch date is to be fixed, any and such notice shall not affect be so given in the validity case of any action covered by clause (a) or (b) above at least 20 days prior to the record date for determining holders of the action Preferred Stock or Common Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the Board taking of Directors such proposed action or the date of participation therein by the holders of the Company. (d) IfPreferred Stock or Common Stock whichever shall be the earlier. In case a Stock Acquisition Date shall occur, following the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, a notice of the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiariessuch event, which did not result in shall specify the occurrence of a Triggering Event such that such Person is thereafter event and the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence consequences of the event described in clause (i) who are Acquiring Persons, then the right to holders of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Rights under Section 2311(a)(ii).

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Company as provided in Section 26 hereof) or (ii) the Share Acquisition Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Company's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) at the time of redemptiona share) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce such action; provided, however, that at any time after the failure to give, or date of this Rights Agreement (A) pay any defect in, any such notice shall not affect the validity dividend on Common Stock in shares of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderCommon Stock, (iB) subdivide or split the outstanding shares of Common Stock into a Person who is an Acquiring Person shall have transferred or otherwise disposed of a greater number of shares or (C) combine or consolidate the outstanding shares of Common Shares in one transaction Stock into a smaller number of shares or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of effect a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less reverse split of the outstanding shares of Common SharesStock, or (D) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, and (ii) there are no other Persons immediately following in each such event, the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject appropriately adjusted to reflect the provisions of this Section 23foregoing.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later earlier of (i) the Distribution Date and (ii) the Share Acquisition Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such later date basis and with such conditions, if any, as the Board of Directors of the Company in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors of the Company shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors of the Company ordering the redemption of the RightsRights (or such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors as provided in Section 27 hereof, or (ii) the close of business on the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price date hereof (the redemption price being hereinafter referred to as the "REDEMPTION PRICE"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of such redemption (including prompt notice thereof to the holders Rights Agent) of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time before the earlier of (1) such time as a Person becomes an Acquiring Person or (2) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such redemption price being referred to as the “Redemption Price”). The Redemption Price shall be payable in cash by the Company. The redemption of the Rights by the Board of Directors of the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior establish. Except for the obligation of the Company to such time pay the Redemption Price, the Board of Directors and the Company shall not have any liability to any Person as a result of the redemption of Rights are no longer redeemable hereunderpursuant to the terms of this Section 23. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, before the Distribution Date, on the registry books of the transfer agent for the Common Shares; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which that is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner except as specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, or in Section 24 or in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving before the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then in issue Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any share division, share dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the then-outstanding Rights may be made effective at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price of the Common Shares at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of such redemption (with simultaneous written notice to the holders Rights Agent) of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then in issue Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution fifteenth day following the Shares Acquisition Date (or such later date as may be determined by action of a majority of the Company's Board of Directors and publicly announced by the Company) and (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The date on which the Board of Directors elects to such time make the redemption effective shall be referred to as the Rights are no longer redeemable hereunder"REDEMPTION DATE." (b) Notwithstanding the provision of Section 23(a), in the event that a majority of the Board of Directors of the Company is elected by stockholder action by written consent or at a special meeting of stockholders (a meeting other than a regularly scheduled annual meeting), then until the (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock dividend declared or paid, any subdivision or combination of the outstanding shares of Common Stock of the Company or any similar event occurring after the date of this Agreement (such redemption price, as adjusted from time to time, being hereinafter referred to as the “Redemption Price at any time prior Price”). The Rights may be redeemed only until the earlier to the Close of Business on the later occur of (i) the Distribution Date and time at which any Person becomes an Acquiring Person, or (ii) the Share Acquisition Final Expiration Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights in accordance with this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its the Board of Directors of the Company ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafterRights in accordance with this Section 23, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption transfer agent for the Common Stock of the RightsCompany. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. 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 redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with the purchase of shares of Common Stock of the Company prior to the Distribution Date. (c) The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock of the Company (based upon on the current per share market price Fair Market Value of the Common Shares (determined pursuant to Section 11(d) hereof) at Stock of the Company as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Prior to the Expiration Date, the Directors of the Company may, at its their option, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Redemption Price Price"), at any time prior to the Close close of Business business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board first occurrence of Directors may designate prior to such time as the Rights are no longer redeemable hereundera Triggering Event. (b) Immediately upon the effective date of the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the he Rights, the Company shall publicly announce such actionaction and, and within 10 ten calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d11(e) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Directors) at the time of redemption, the Company shall pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price. (c) At any time following the Share Acquisition Datetime, the Board of Directors of the Company may relinquish the right their rights to redeem the Rights under this Section 23 paragraphs (a) or (b) above, or both, by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board Directors under the portions of Directors of the Company to redeem the Rights this Section 23 specified in such resolution shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The At any time prior to the time any Person becomes an Acquiring Person, the Board of Directors of the Company may, at its optionby the Required Board Vote, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Price. The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time establish. The Company may, at its option, pay the Redemption Price in cash, Class B Common Stock (based on the market price thereof, as determined by the Rights are no longer redeemable hereunderBoard of Directors) or other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or on such other later date, or upon satisfaction of such conditions, as shall be specified in the resolution of the Board of Directors approving such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board Our board of Directors of directors may redeem the Company mayRights, in whole, but not in part, at its option, redeem all but not less than all a price of the then-outstanding Rights at the Redemption Price $0.01 per Right at any time prior to before any person or group becomes an Acquiring Person. The redemption price is payable, at our option, in cash, shares of our common stock or such other form of consideration as the Close board determines. The redemption of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateRights may be made effective at such time, or on such later date basis and with such conditions as the Board our board of Directors directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunder. (b) establish. Immediately upon the action of the Board of Directors of the Company ordering the any redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Priceredemption price. Promptly after The redemption price is subject to adjustment in certain events. AMENDMENT For so long as the action of its Board of Directors ordering Rights are outstanding and then redeemable, we may, except with respect to the redemption price, amend the Rights Agreement in any manner. This includes the ability to lower the ownership threshold for an Acquiring Person, which triggers the "flip-in" provision, to as low as 10%. After the Rights are no longer redeemable, we may, except with respect to the redemption price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights, other than those of any Acquiring Person, whose Rights will have become void. INTERPRETATION; BOARD APPROVALS Our board of directors has the Company shall publicly announce sole authority to administer the Rights Agreement and to exercise all rights and powers granted to the board or to us, or as are advisable in the administration of the Rights Agreement, including the power to interpret the provisions of the Rights Agreement and to make all determinations appropriate for the administration of the Rights Agreement, including a determination to redeem or not to redeem the Rights, to exchange the Rights or to amend or supplement the Rights Agreement. All such actioninterpretations and determinations in good faith are final and binding on the parties, including the Rights holders, and within 10 calendar days thereafterdo not subject the Board, or the Company shall give notice of such redemption individual directors, to any liability to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof) (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares Within ten (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d10) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of days after such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors ordering the redemption of the Company. Rights (d) Ifor such later time as the Board of Directors may establish for the effectiveness of such redemption), following the occurrence Company shall mail a notice of a Share Acquisition Date and following redemption to all the expiration holders of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving then outstanding Rights at their last addresses as they appear upon the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less registry books of the outstanding Common SharesRights Agent or, and (ii) there are no other Persons immediately following prior to the occurrence Distribution Date, on the registry books of the event described in clause (i) who are Acquiring Persons, then transfer agent for the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.Common

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on . Any such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately redemption will be effective immediately upon the action 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 redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). (b) Immediately upon the effectiveness of the redemption of the RightsRights as provided in Section 23(a), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the RightsRights as provided in Section 23(a), the Company shall will publicly announce such actionredemption and, and within 10 calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall will not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof)) at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. . The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (c) At any time following in the Share Acquisition Date, form of consideration deemed appropriate by the Board of Directors Directors) at the time of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionredemption, the Company shall publicly announce will pay the Redemption Price, without interest, promptly after such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving time as the Company or any of its Subsidiaries, which did not result in ceases to be so prevented from paying the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23Redemption Price.

Redemption. (a) The Board of Directors Parent shall cause the Fair Market Value per Share to be determined as of the Company maythird anniversary of the date hereof in accordance with Section 2.6. When the Fair Market Value per Share has been determined, Parent shall promptly notify (the "REDEMPTION NOTICE") Cinergy and the Management Investors of such Fair Market Value. Cinergy and each Management Investor shall have thirty days following the receipt of the Redemption Notice in which to deliver to Parent a written redemption demand (a "REDEMPTION DEMAND") that Parent shall redeem all, or any portion of, the Shares (as requested in the Redemption Demand), for a per share purchase price (the "REDEMPTION PRICE") equal to the Fair Market Value. The closing of such purchase and sale shall occur at its optionthe offices of Parent on such business day reasonably selected by Parent, redeem all but not on a date less than all forty nor more than ninety days after delivery of the then-outstanding Rights at Redemption Notice (the "REDEMPTION DATE"). From and after the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on the rights of the Redeeming Stockholders as stockholders of Parent, with respect to any Shares redeemed, shall cease and the certificates representing the redeemed Shares shall thereafter represent only the right to receive the applicable Redemption Price upon surrender of such later date as the Board of Directors may designate prior certificates to such time as the Rights are no longer redeemable hereunderParent. (b) Immediately upon Parent shall pay the action applicable Redemption Price in immediately available funds against delivery of the Board stock certificates representing the applicable Shares (or, in lieu of Directors delivery of lost, stolen or destroyed certificates, an agreement to indemnify Parent from any loss incurred by it in connection with such certificates). If Parent is prevented from redeeming or making full payment for the Company ordering Common Stock by any legal or contractual restriction, Parent shall then redeem the redemption maximum number of Shares pro rata from the RightsRedeeming Stockholders as permitted free from any legal or other restrictions, and without any further action and without any notice, STC shall purchase the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive remaining Shares included in Redemption Demands for the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this This Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice 2.5 shall not affect be available when the validity Drag-Along Right pursuant to Section 2.2 has been initiated prior to the receipt of the action of the Board of Directors of the Companyany Redemption Demand. (d) IfSTC shall cause Parent to fully, following faithfully and timely perform the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of Parent's obligations under this Section 232.5.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all by action of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, redeem all, but not less than all, of the then-outstanding Rights at a redemption price of $0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being the “Redemption Price”). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Common Stock (based on the current market price (as determined pursuant to Section 11(d) hereof) per share of Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such later date time and on the basis and with such conditions as the Board of Directors may designate prior establish. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Rights are no longer redeemable hereunderCompany’s right of redemption has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights as provided in Section 23(a) above (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly The Company shall promptly give public notice of such redemption and, within ten days after the such action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice mail notices of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; 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 the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. . (c) The Company may, at its option, pay discharge all of its obligations with respect to any redemption of the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Rights in accordance with Section 11(d) 26 hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving Neither the Company or nor any of its SubsidiariesAffiliates or Associates may redeem, which did not result acquire or purchase for value any Rights at any time in any manner, other than as specifically set forth in this Section 23 or in Section 24 hereof and other than in connection with the occurrence purchase or repurchase by any of a Triggering Event such that such Person is thereafter the Beneficial Owner them of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject Stock prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors), redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution Date and (ii) tenth day following the Share Stock Acquisition Date, or on such later date as provided, however, that, during the Board of Directors may designate prior time period relating to such time as when the Rights are no longer redeemable hereunder. (b) Immediately upon the action of may be redeemed, the Board of Directors of the Company ordering the redemption (upon approval of a majority of the RightsContinuing Directors) may extend the time during which the Rights may be redeemed to be at any time as may be determined by the Board of Directors of the Company and the Continuing Directors or (ii) the Final Expiration Date, and without at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction after the date hereof (the "Redemption Price"). (b) Without any further action and without any notice, the right to exercise the Rights shall will terminate at the effective time of the action of the Board of Directors and the Continuing Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors and the Continuing Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyRights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rightssuch redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay At the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights option of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolutionDirectors, the Company shall publicly announce such action; providedRedemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of at the Company. 's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-thousandth (d1/1000) If, following the occurrence of a Share Acquisition Date and following the expiration share) of the right of redemption hereunder, (i) Preferred Stock having a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event Fair Market Value equal to such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23cash payment.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Shares Acquisition Date or such later date as may be determined by action of a majority of Continuing Directors then in office and publicly announced by the Company and (ii) the Share Acquisition Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as establish; provided, however, if the Board of Directors -------- ------- of the Company authorizes redemption of the Rights are no longer redeemable hereunderon or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly The Company shall promptly give public notice of any such redemption; provided, -------- however, that the failure to give or any defect in, any such notice shall not ------- affect the validity of such redemption. Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors pursuant to Section 23(b) hereof and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (A) such time as any Person becomes an Acquiring Person, or (B) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”), and the Company may, at its option, pay the Redemption Price at any time prior to the Close of Business in Common Shares (based on the later “current per-share market price,” as such term is defined in Section 11(d) hereof, of (i) the Distribution Date and (ii) Common Shares at the Share Acquisition Datetime of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (bc) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(b) hereof, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, promptly notify the Company shall give notice Rights Agent in writing of such redemption to the holders and shall promptly give public notice of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to Section 23(b) hereof, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares, provided, however, that failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (d) The Company may, at its option, pay discharge all of its obligations with respect to any redemption of the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) Rights at their last addresses as they appear on the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors registry books of the Company (based upon Rights Agent or, prior to the fair market value of such other considerationDistribution Date, determined by on the Board of Directors registry books of the Company in good faith) or any combination thereof. (c) At any time following transfer agent for the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following upon such action, all outstanding Right Certificates shall be null and void without any further action by the occurrence Company. In the event the Company elects to discharge all of its obligations with respect to any redemption of Rights by mailing payment of the event described Redemption Price to the registered holders of the Rights as set forth in clause (i) who are Acquiring Personsthe preceding sentence, then the right of redemption hereunder dollar amount sent to each such registered holder representing the full Redemption Price to which such registered holder shall be reinstated and entitled shall thereafter be exercisable subject rounded up to the provisions of this Section 23nearest whole cent.

Redemption. (a) The Board may, at its option, at any time prior to the earlier of Directors (i) the first occurrence of a Section 11(a)(ii) Event and (ii) the Final Expiration Date, redeem all (but not less than all) of the then outstanding Rights at a redemption price of $0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). (b) The Company may, at its option, redeem all but not less than all of the then-outstanding Rights at pay the Redemption Price at any time prior to the Close in cash, shares of Business Common Stock (based on the later “current market value” (as defined in Section 11(d)(i) hereof) of (ithe Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderBoard. (bc) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within 10 days after such action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common 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. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price of the Common Shares at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. The Rights may be redeemed by action of the Board of Directors pursuant to this Section 23 and shall not be redeemed in any other manner. (a) The Board of Directors of the Company may, at its option, at any time prior to the close of business on the tenth day following the Shares Acquisition Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, pay the Redemption Price at any time prior to the Close of Business in cash, Common Shares (including fractional shares) (based on the later "current per share market price" as defined in Section 11(d) hereof, of (ithe Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Distribution Date and (ii) Board of Directors. The redemption of the Share Acquisition DateRights by the Board of Directors may be made effective at such time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to such time as the Rights are no longer redeemable hereunderexpiration or termination of the Company's right of redemption under this Section 23(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (c) The Company may, at its option, pay discharge all of its obligations with respect to any redemption of the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) Rights at their last addresses as they appear on the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors registry books of the Company (based upon Rights Agent or, prior to the fair market value of such other considerationDistribution Date, determined by on the Board of Directors registry books of the Company in good faith) or any combination thereof. (c) At any time following transfer agent for the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Personsupon such action, then the right of redemption hereunder all outstanding Right Certificates shall be reinstated null and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company may, at its optionoption and with the approval of the Board of Directors, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors of the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may designate prior establish. The date on which the Board of Directors elects to such time make the redemption effective shall be referred to as the Rights are no longer redeemable hereunder"Redemption Date". (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, written notice of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give promptly mail a notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption or in Section 24 hereof, and other than in connection with the purchase of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number shares of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject Stock prior to the provisions of this Section 23Distribution Date.

Redemption. (a) 23.1 The Board of Directors of the Company may, at its option, at any time prior to the tenth business day after any Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). 23.2 In addition, in the exercise of its sole discretion the Board of Directors of the Company may redeem all but not less than all of the then-then outstanding Rights at the Redemption Price at any time following the occurrence of a Shares Acquisition Date but prior to the Close any event described in Section 13.1 either (a) in connection with any event specified in Section 13.1 in which all holders of Business on the later Common Shares are treated alike and not involving (other than as a holder of (iCommon Shares being treated like all other such holders) the Distribution Date and (ii) the Share Acquisition Datean Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other Person in which such Acquiring Person, Affiliate or such Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. Acquiring Person, Affiliate or Associate, or (b) following the occurrence of an event set forth in, and the expiration of any period during which the holder of Rights may exercise the rights under Section 7.5 if and for as long as the Acquiring Person is not thereafter the Beneficial Owner 25% or more of the outstanding Common Shares, and at the time of redemption there are no other persons who are Acquiring Persons. 23.3 Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further further, action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution23, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as establish. If redemption of the Rights are no longer redeemable hereunderis to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based Rights; then, and upon the fair market value of such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the all outstanding Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights Certificates shall terminate be null and void without further action and without any noticeby the Company. Promptly after adoption of such a resolution, Neither the Company shall publicly announce such action; providednor any of its Affiliates or Associates may redeem, howeveracquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company Corporation may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any share split, share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price at any time prior Price"); provided that, notwithstanding anything to the Close contrary contained in this Section 23(a), the Board of Business on Directors of the later of Corporation may not take any action pursuant to this Section 23 (a) unless (i) at the Distribution Date time of the action of the Board of Directors of the Corporation approving such redemption, there are then in office not less than two Continuing Directors and (ii) such action is approved by a majority of the Share Acquisition Date, or Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Corporation may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Directors of the Corporation pursuant to the last sentence of paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company The Corporation shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Corporation shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company Corporation may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based Rights; then, and upon the fair market value of such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the all outstanding Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights Certificates shall terminate be null and void without further action and without by the Corporation. Neither the Corporation nor any notice. Promptly after adoption of such a resolutionits Affiliates or Associates may redeem, the Company shall publicly announce such action; providedacquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, however, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption as determined pursuant to such time as Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, other than in connection with the purchase of Common Stock prior to the Distribution Date. (c) In the event that the Board of Directors adopts an effective resolution ordering the redemption of the Rights in compliance with Section 23(a), the Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price discharge all of the Common Shares (determined pursuant its obligations with respect to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights in accordance with this Agreement and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then prior to the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be reinstated null and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors as provided in Section 26 hereof, or (ii) the close of business on the Final Expiration Date, cause the Company to redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price at any time prior Price"). Notwithstanding anything contained in this Rights Agreement to the Close contrary, the Rights shall not be exercisable after the first occurrence of Business on any of the later of (itransactions referred to in Section 11(a)(ii) the Distribution Date and (ii) the Share Acquisition Date, or on hereof until such later date time as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderDirectors' right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price, without any interest thereon. Promptly Within 10 days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give written notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock (with prompt written notice thereof to 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. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be mademade and the time for such payment. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant failure to give notice required by this Section 11(d) hereof) at the time of redemption23(b) or any other form defect therein shall not affect the legality or validity of consideration deemed appropriate the action taken by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofCompany. (c) At any time following the Share Acquisition Date, the The Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionmay, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of until a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Sharesshall have occurred, and upon written notice (iiincluding notice by facsimile) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions Rights Agent, determine to waive the application of this either Section 2313 or Section 11(a)(ii), whichever is applicable, to a Triggering Event.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors Directors, at any time prior to (i) the Shares Acquisition Date and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "REDEMPTION PRICE") and the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at pay the Redemption Price at any time prior to the Close of Business either in Common Shares (based on the later Current Per Share Market Price thereof at the time of (iredemption) or cash. Such redemption of the Distribution Date and (ii) Rights by the Share Acquisition DateCompany may be made effective at such time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The date on which the Board of Directors elects to such time make the redemption effective shall be referred to as the Rights are no longer redeemable hereunder"REDEMPTION DATE." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time before such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption as determined pursuant to Section 11(d)(i) hereof) or any time prior other form of consideration deemed appropriate by the Board. Notwithstanding the foregoing, the aggregate Redemption Price payable to any holder of Rights upon the redemption of all Rights held by such holder shall be rounded to the Close nearest $0.01 (such that fractions of Business on $0.01 greater than or equal to $0.005 shall be rounded up and fractions of $0.01 less than $0.005 shall be rounded down); and further provided that the later aggregate Redemption Price payable to any holder of (i) Rights upon the Distribution Date and (ii) the Share Acquisition Date, or on redemption of all Rights held by such later date as the Board of Directors may designate prior to such time as the Rights are Person shall in no longer redeemable hereunderevent be less than $0.01. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, before the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant failure to give notice required by this Section 11(d) hereof) at the time of redemption23(b) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice therein shall not affect the validity of the action of the Board of Directors of taken by the Company. (dc) If, following In the occurrence case of a Share Acquisition Date and following redemption under Section 23(a) hereof, the expiration Company may, at its option, discharge all of its obligations with respect to the right of redemption hereunder, Rights by (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then before the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be reinstated and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of the election by the Board of Directors to such time as redeem the Rights are no longer redeemable hereunderas determined pursuant to Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce promptly give (i) written notice to the Rights Agent of any such actionredemption, and within 10 calendar days thereafter, the Company shall give (ii) public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company Corporation may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Corporation as provided in Section 26 hereof) or (ii) the Share Acquisition Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Corporation's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company Corporation shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Corporation's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100th) at the time of redemptiona share) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At In the event the Corporation shall at any time following after the Share Acquisition Date, the Board date of Directors this Rights Agreement (A) pay any dividend on Common Stock in shares of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderCommon Stock, (iB) subdivide or split the outstanding shares of Common Stock into a Person who is an Acquiring Person shall have transferred or otherwise disposed of a greater number of shares or (C) combine or consolidate the outstanding shares of Common Shares in one transaction Stock into a smaller number of shares or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of effect a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less reverse split of the outstanding shares of Common SharesStock, or (D) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation), then, and (ii) there are no other Persons immediately following in each such event, the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject appropriately adjusted to reflect the provisions of this Section 23foregoing.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided, however, that if the Company elects to such time as pay the Redemption Price in Common Shares, the Company shall not be required to issue any fractional Common Shares, and the number of Common Shares issuable to each holder of Rights are no longer redeemable hereundershall be rounded down to the next whole share. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then-outstanding Rights at the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on . Any such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder. (b) Immediately redemption will be effective immediately upon the action 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 redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). (b) Immediately upon the effectiveness of the redemption of the RightsRights as provided in Section 23(a), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price, without interest thereon. Promptly after the action effectiveness of its Board of Directors ordering the redemption of the RightsRights as provided in Section 23(a), the Company shall will publicly announce such actionredemption and, and within 10 calendar days thereafter, the Company shall will give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall will not affect the 36 40 validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof)) at the time of redemption) ), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall will terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall will publicly announce such action; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such notice shall will not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any share split, share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Company may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time as of redemption) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to the last sentence of paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights or, if later, the effectiveness of the redemption of the Rights pursuant to the last sentence of paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price in cash, Common Shares (based upon to the current per share market price registered holders of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based Rights; then, and upon the fair market value of such other considerationaction, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the all outstanding Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights Certificates shall terminate be null and void without further action and without any noticeby the Company. Promptly after adoption of such a resolution, Neither the Company shall publicly announce such action; providednor any of its Affiliates or Associates may redeem, howeveracquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, that the failure to givein Section 24 hereof, or any defect in, any such notice shall not affect in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price in cash, shares of Class A Common Stock (based on the current market price of the Class A Common Stock at the time of redemption as determined pursuant to such time as Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The At any time prior to the time any Person becomes an Acquiring Person, the Board of Directors of the Company may, at its optionby the Required Board Vote, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Price. The redemption of the Rights by the Board of Directors may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the market price thereof, as determined by the Rights are no longer redeemable hereunderBoard of Directors) or other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board of Directors, by the Required Board Vote, in the action ordering such redemption (although not earlier than the time of such action) (such time the "Redemption Date"), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, promptly notify the Company shall give notice Rights Agent in writing of such redemption to the holders and shall give public notice of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included with such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company Corporation may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Corporation as provided in Section 26 hereof) or (ii) the Share Acquisition Expiration Date, or on such later date at a redemption price of $0.005 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Corporation's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company Corporation shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Corporation's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) at the time of redemptiona share) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At In the event the Corporation shall at any time following after the Share Acquisition Date, the Board date of Directors this Rights Agreement (A) pay any dividend on Common Stock in shares of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderCommon Stock, (iB) subdivide or split the outstanding shares of Common Stock into a Person who is an Acquiring Person shall have transferred or otherwise disposed of a greater number of shares or (C) combine or consolidate the outstanding shares of Common Shares in one transaction Stock into a smaller number of shares or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of effect a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less reverse split of the outstanding shares of Common SharesStock, or (D) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation), then, and (ii) there are no other Persons immediately following in each such event, the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder Redemption Price shall be reinstated and shall thereafter be exercisable subject appropriately adjusted to reflect the provisions of this Section 23foregoing.

Redemption. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then-then outstanding Rights at the Redemption Price Rights, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Stock Acquisition Date and (subject to extension by the Company as provided in Section 26 hereof) or (ii) the Share Acquisition Final Expiration Date, or on such later date at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the Board of Directors may designate "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to such time as the Rights are no longer redeemable expiration of the Company's right of redemption hereunder. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without Without any further action and without any notice, the right to exercise the Rights shall will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within 10 days after the effective time of the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayAt the option of the Board of Directors, at its option, pay the Redemption Price may be paid in cashcash to each Rights holder or by the issuance of shares (and, Common Shares (based upon at the current per share market price of the Common Shares (determined Company's election pursuant to Section 11(d14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) at the time of redemptiona share) of Preferred Stock or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of Common Stock having a Fair Market Value equal to such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofcash payment. (c) At any time following In the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, event the Company shall publicly announce such action; provided, however, that at any time after the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions date of this Section 23.Rights Agreement (A) pay any dividend on Common

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Final Expiration Date and (ii) such time as a Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any such time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the redemption of the RightsRights pursuant to subsection (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company Corporation may, at its option, option pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors Directors. The Corporation shall promptly give public notice of the Company (based upon the fair market value of any such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such actionredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Company. Rights pursuant to paragraph (d) Ifa), following the occurrence Corporation shall mail a notice of a Share Acquisition Date and following redemption to all the expiration holders of the right then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption hereunderwill state the method by which the payment of the Redemption Price will be made. Neither the Corporation nor any of its Affiliates or Associates may redeem, (i) a Person who is an Acquiring Person shall have transferred acquire or otherwise disposed of a number purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Company may, by resolution of its Board of Directors of the Company mayDirectors, at its option, at any time prior to the earlier of (x) the Stock Acquisition Date or (y) the close of business on the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any Common Stock split, Common Stock dividend or similar transaction occurring after the Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, pay the Redemption Price at any time prior to the Close in cash, shares of Business Common Stock (based on the later "current market price", as defined in Section 11(d)(i) hereof, of (ithe Common Stock at the time of such Board resolution) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as any other form of consideration deemed appropriate by the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunderDirectors. (b) Immediately upon the action adoption of an effective resolution of the Board of Directors of the Company ordering the redemption of the RightsRights in compliance with Section 23(a) (or upon the subsequent satisfaction of all conditions to such redemption established by such resolution), evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly Within ten (10) Business Days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce Rights (or such action, and within 10 calendar days thereaftersubsequent satisfaction of all such conditions), the Company shall give notice of such redemption to the Rights Agent and the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase any Rights at any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the repurchase of Common Stock of the Company prior to the Distribution Date. (c) In the event that the Board of Directors adopts an effective resolution ordering the redemption of the Rights in compliance with Section 23(a), the Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price discharge all of the Common Shares (determined pursuant its obligations with respect to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights in accordance with this Agreement and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then prior to the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be reinstated null and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the Distribution Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price at any time prior to Price”). The redemption of the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as Rights by the Board of Directors may designate prior be made effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion, may establish. Notwithstanding anything to the contrary in this Rights Agreement, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) hereof until such time as the Rights are no longer redeemable hereunderCompany’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market value at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. For the purposes of this paragraph (a), the current market value of a 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 redemption pursuant to this Section 23. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(a) hereof, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption (with prompt written notice thereof to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the CompanyAgent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Promptly after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the close of business, on the earlier of (i) the Share Acquisition Date or (ii) the Final Expiration Date, redeem all but not less than all of the then-outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price Price”). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors of the Company in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption as determined pursuant to Section 11(d)(i)) or any other form of consideration deemed appropriate by the Board of Directors of the Company, or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Stock and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors of the Company) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Rights are no longer redeemable hereunderCompany ceases to be so prevented from paying the Redemption Price. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the Rights, Rights pursuant to Section 23(a) (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption) and without any further action and without any notice, the right to exercise the Rights shall will terminate and each Right will thereafter represent only the only right thereafter of the holders of Rights shall be to receive the Redemption Price, without interest thereon. Promptly The Company shall promptly give public notice of any such redemption and, within ten calendar days after such action causing a redemption of the action of its Rights pursuant to Section 23(a) (or such later time as the Board of Directors ordering the redemption of the RightsCompany may establish for the effectiveness of such redemption), the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give mail a notice of such redemption to all the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company mayNotwithstanding the foregoing, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice required to be made or given pursuant to this Section 23(b) shall not affect the validity of the action redemption of the Board of Directors of the CompanyRights. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, may at its option, at any time prior to the earliest of (i) the close of business on the tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), (ii) a determination by the Board of Directors that any Person is an Adverse Person, or (iii) the Final Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price at any time prior Price"). Notwithstanding anything contained in this Agreement to the Close of Business on contrary, the later of (iRights shall not be exercisable as provided in Section 11(a)(ii) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to until such time as the Rights are no longer redeemable hereunderCompany's right of redemption hereunder has expired. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such later time as shall be specified in the resolution taking such action), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the holders of the then-then outstanding Rights and the Rights Agent by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption transfer agent for the shares of the RightsCommon Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based upon on the current per share market price Current Per Share Market Price, as defined in Section 11(d), of the Common Shares (determined pursuant to Section 11(d) hereof) Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereofDirectors. (c) At In case the Company shall propose (a) to pay any time following dividend payable in stock of any class to the Share Acquisition Dateholders of its Preferred Stock or Common Stock or to make any other distribution to the holders of its Preferred Stock or Common Stock (other than a regular quarterly cash dividend), (b) to offer to the Board holders of Directors its Preferred Stock or Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or Common Stock or shares of stock of any class or any other securities, (c) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock or Common Stock), (d) to effect any consolidation, merger or share exchange into or with any other Person (other than a Subsidiary of the Company may relinquish the right in a transaction which complies with Section 11(m)), (e) to redeem the Rights under this Section 23 by duly adopting a resolution effect any sale or other transfer or to that effect. Immediately upon adoption permit one or more of such resolutionits Subsidiaries to effect any sale or other transfer, the rights in one or more related transactions, of 50 percent or more of the Board of Directors assets or earning power of the Company and its Subsidiaries (taken as a whole) to redeem any other Person (other than the Rights shall terminate without further action and without Company and/or any notice. Promptly after adoption of its Subsidiaries in one or more transactions each of which complies with Section 11(m)), or (f) to effect the liquidation, dissolution or winding up of the Company, then, in each such a resolutioncase, the Company shall publicly announce give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 25, a notice of such proposed action; provided, however, that which shall specify the failure to giverecord date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Preferred Stock or Common Stock if any defect insuch date is to be fixed, any and such notice shall not affect be so given in the validity case of any action covered by clause (a) or (b) above at least 20 days prior to the record date for determining holders of the action Preferred Stock or Common Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the Board taking of Directors such proposed action or the date of participation therein by the holders of the Company. (d) IfPreferred Stock or Common Stock whichever shall be the earlier. In case a Stock Acquisition Date shall occur, following the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, a notice of the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiariessuch event, which did not result in shall specify the occurrence of a Triggering Event such that such Person is thereafter event and the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence consequences of the event described in clause (i) who are Acquiring Persons, then the right to holders of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Rights under Section 2311(a)(ii).

Redemption. (a) The Board of Directors of the Company Brillian may, at its optionoption and in its sole discretion, at any time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors, in its sole discretion, may establish. The Redemption Price shall be payable, at any time prior to the Close option of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateBrillian, in cash, Common Shares, or on such later date other form of consideration as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereundershall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights thereafter shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company Brillian shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), Brillian shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then-outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption as determined pursuant to such time as Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Rights are no longer redeemable hereunderBoard of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then-outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the first occurrence of a Flip-In Event or (y) the Close of Business on the Expiration Date, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price at any time prior date hereof (such redemption price being hereinafter referred to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date as the Board of Directors may designate prior to such time as the Rights are no longer redeemable hereunder."Redemption Price"). ---------------- (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to -------- ------- give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The failure to give notice required by this Section 23(b) or any defect therein shall not affect the legality or validity of the action taken by the Company. (c) In the case of a redemption permitted under Section 23(a), the Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price discharge all of the Common Shares (determined pursuant its obligations with respect to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) issuing a Person who is an Acquiring Person shall have transferred or otherwise disposed press release announcing the manner of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less redemption of the outstanding Common Shares, Rights and (ii) there are no other Persons immediately following the occurrence mailing payment of the event described in clause (i) who are Acquiring PersonsRedemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, then prior to the right Distribution Date, on the registry books of redemption hereunder the transfer agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be reinstated null and shall thereafter be exercisable subject to void without any further action by the provisions of this Section 23Company.

Redemption. (a) The Board of Directors of the Company may, at its option, redeem all but not less than all option and with the approval of the then-outstanding Rights at the Redemption Price Board of Directors, at any time prior to the Close of Business on the later earlier of (i) the Distribution tenth day following the Shares Acquisition Date (or such later date as may be determined by action the Company's Board of Directors and publicly announced by the Company) and (ii) the Share Acquisition Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0. 01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being herein referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the Rights by the Company may be made effective at such time, on such later basis and with such conditions as the Company's Board of Directors in its sole discretion may establish. The date as on which the Board of Directors may designate prior elects to such time make the redemption effective shall be referred to as the Rights are no longer redeemable hereunder"Redemption Date." (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly The Company shall promptly give public notice of any such redemption; provided, -------- however, that the failure to give or any defect in, any such notice shall not ------- affect the validity of such redemption. Within ten (10) days after the action of its the Board of Directors ordering the redemption of the Rights, the Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-then outstanding Rights by (in the case of notice to holders) mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; providedRights Agent or, howeverprior to the Distribution Date, that on the failure to give, or any defect in, any such notice shall not affect the validity registry books of the redemption of transfer agent for the RightsCommon Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24 hereof, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time from and after the Record Date and prior to such time as any Person becomes an Acquiring Person (the “Redemption Period”), redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect each stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (such redemption price, as so adjusted, being hereinafter referred to as the “Redemption Price”). After the Redemption Price Period has expired, the Board of Directors may not extend the period for redemption of the Rights or otherwise provide for their redemption. The redemption of the Rights by the Board of Directors may be made effective at any such time prior to during the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition DateRedemption Period, or on such later date basis and subject to such conditions as the Board of Directors in its sole discretion may designate prior to such time as the Rights are no longer redeemable hereunderestablish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(a), and without any further action and without any notice, the right to exercise the all then outstanding Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give notice of such redemption to the holders Rights Agent and public notice of the then-outstanding Rights by mailing any such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights pursuant to Section 23(a), the Company shall (i) mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares, and (ii) give prompt written notice of such redemption to the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed givengiven upon mailing, whether or not the holder receives the notice. The If the payment of the Redemption Price is not included in such notice, each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than (i) as specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to giveor in Section 24 hereof, or any defect in, any such notice shall not affect (ii) in connection with the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its optionany time prior to the Flip-In Event, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights may be made effective at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Datesuch time, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior to establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock, or such time other form of consideration as the Rights are no longer redeemable hereunderBoard of Directors shall determine. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock and Series A Preferred Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject to the provisions of this Section 23.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all of the then-then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price Price"). The redemption of the Rights by the Board of Directors may be made effective at any such time prior to the Close of Business on the later of (i) the Distribution Date and (ii) the Share Acquisition Date, or on such later date basis and with such conditions as the Board of Directors in its sole discretion may designate prior establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current market price", as defined in Section 11(d)(i), of the Common Shares at the time of the redemption) or any other form of consideration deemed appropriate by the Board of Directors; provided, however, that if the Company elects to such time as pay the Redemption Price in Common Shares, the Company shall not be required to issue any fractional Common Shares, and the number of shares issuable to each holder of Rights are no longer redeemable hereundershall be rounded down to the next whole number. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights shall will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after the action of its Board of Directors ordering the redemption of the Rights, the The Company shall publicly announce such action, and within 10 calendar days thereafter, the Company shall promptly give public notice of any such redemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Companyredemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten days after such action of the Board of Directors ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Each such notice of redemption mailed to the holders of Rights shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of Neither the Company (based upon the fair market nor any of its Affiliates or Associates may redeem, acquire or purchase for value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At Rights at any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under in any manner other than that specifically set forth in this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolutionor in Section 24, and other than in connection with the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. (d) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number purchase of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption hereunder shall be reinstated and shall thereafter be exercisable subject prior to the provisions of this Section 23Distribution Date.