Common use of Redemption Clause in Contracts

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At (a) The Preferred Shares shall not be redeemable except (i) upon a Bankruptcy Event, (ii) upon the occurrence of a Material Breach and (iii) upon the Corporation’s failure to make any time payment of principal, interest, or other amount due and payable of any Indebtedness of the Corporation or its Subsidiaries after giving effect to any applicable cure period (each of the events described in clauses (i) through (iii) whether or not the Preferred Shares are redeemed, a “Redemption Event”). Subject to Section 5(d) below, in the event of a Redemption Event, the holders of Preferred Shares shall, in their sole discretion, be entitled to receive an amount equal to the Stated Liquidation Preference Amount plus any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to, but excluding, the date of such redemption plus the Premium (the “Redemption Price”). The foregoing amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Preferred Shares. Notice of any Redemption Event shall be given by the Corporation by mail, postage prepaid, and in a press release provided to the major wire services, not later than the first Business Day after the Corporation acquires knowledge of such event or circumstance, to each holder of record of Preferred Shares appearing on the stock books of the Corporation as of the date of such notice at the address of said holder shown therein (a “Redemption Event Notice”), which notice shall state that (1) all Preferred Shares tendered prior to the tenth calendar day following deadline specified in clause (3) below will be accepted for payment on the Redemption Date; (2) the Redemption Price and the date of a public announcement that a person or group has become an Acquiring Personredemption, which shall be no sooner than 30 days and no later than 90 days from the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right date such notice is mailed (the "“Redemption Price"Date”). The redemption ; and (3) any holder of Preferred Shares electing to have any Preferred Shares redeemed pursuant to Section 5(a) shall be required to surrender its Preferred Shares, with a notice entitled “Option of Holder to Elect Redemption” in the Rights may be made effective at such timeform attached as Annex A to this Certificate of Designations (the “Redemption Notice”), to the Corporation prior to the close of business on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive fifth Business Day preceding the Redemption PriceDate. If the Board Corporation fails to provide a Redemption Event Notice within the time period specified in this Section 5(a), then any holder of Directors' ability Preferred Shares may deliver such notice to redeem the Rights Corporation and the other holders of Preferred Shares, in which event the Redemption Date shall occur on the 45th day after the date of such notice and any holder of Preferred Shares electing to have any Preferred Shares redeemed pursuant to Section 5(a) shall be required to surrender the Rights Agreement has expired because Preferred Shares, with a person or group has become an Acquiring PersonRedemption Notice, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceCorporation prior to the close of business on the fifth Business Day preceding such Redemption Date.

Redemption. At (a) The Board of Directors may, at its option, at any time prior to the tenth calendar day following Flip-in Date, elect to redeem all (but not less than all) the date then outstanding Rights at the Redemption Price and the Company, at its option, may pay the Redemption Price either in cash or shares of a public announcement that a person Class A Common Stock or group has become an Acquiring Personother securities of the Company deemed by the Board of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. (b) Immediately upon the action of the Board of Directors of the Company may electing to redeem the Rights in whole(or, but not in part, at a price if the resolution of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately electing to redeem the Rights states that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event), without any redemption of the Rightsfurther action and without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the only right of the holders of Rights will be to receive the Redemption Price. If Price in cash or securities, as determined by the Board of Directors' ability to redeem . Promptly after the Rights pursuant are redeemed, the Company shall give notice of such redemption to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, Agent and the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number holders of the Company's Common Shares so that then outstanding Rights by mailing such person then owns only 10% or less notice in accordance with Section 5.9. (c) A committee of the outstanding Company's Common Shares and if certain other conditions are met. The terms independent members of the Rights may be amended by the Board of Directors will evaluate this Agreement annually to determine whether it continues to be in the best interests of the Company’s stockholders. -58- (d) If the Company, not earlier than 40 Business Days nor later than 80 Business Days following the commencement of a Qualified Offer within the meaning of Rule 14d-2(a) under the Exchange Act, which has not been terminated prior thereto and which continues to be a Qualified Offer, receives a written notice complying with the terms of this Section 5.1(d) (the “Special Meeting Notice”) that is properly executed by the holders of record (or their duly authorized proxy) of at least ten percent (10%) of the shares of Class A Common Stock of the Company without the consent or of the holders voting power of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests shares of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Common Stock of the Company, includingin each case, without limitationthen outstanding (other than shares of Class A Common Stock held by the offeror or its Affiliates and Associates) directing the Board of Directors to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), then the Board of Directors shall take such actions as are necessary or desirable to cause the Redemption Resolution to be so submitted to a vote of stockholders by including a proposal relating to adoption of the Redemption Resolution in the proxy materials of the Company for the Special Meeting; provided, however, that in any twelve-month period the Company shall not be required to submit more than one Redemption Resolution to a vote of stockholders with respect to Qualified Offers from any given potential Acquiring Person (including any Affiliates or Associates). For purposes of a Special Meeting Notice, the right to vote or to receive dividendsrecord date for determining eligible holders of record shall be the 60th Business Day following the commencement of a Qualified Offer within the meaning of Rule 14d-2(a) under the Exchange Act. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.Any

Redemption. At (a) (i) The Board may, at its option, at any time prior to the earlier of (A) the close of business on the tenth calendar day Business Day following any Shares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a hereof (such redemption price of $.01 per Right (being hereinafter referred to as the "Redemption Price"). The redemption ; provided, however, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the Rights may be made effective at such timeright of redemption hereunder (other than a Springing Right of Redemption, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon defined below) but prior to any redemption Triggering Event, each of the Rights, the right to exercise the Rights will terminate following shall have occurred and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because remain in effect: (x) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of the Company's Common Shares so in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such person then owns only Person is thereafter a Beneficial Owner of ten percent (10% %) or less of the outstanding Company's Common Shares Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and if certain (z) the transfer or other conditions are metdisposition described in clause (x) above was other than pursuant to a transaction, or series of transactions, that directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. The terms reinstated right of redemption referred to in the preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the "Springing Right of Redemption." Notwithstanding anything contained in this Agree ment to the contrary, the Rights may shall not be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such exercisable pursuant to Section 11(a)(ii) at a time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of when the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceare then redeemable hereunder.

Redemption. At (a) (i) The Board may, at its option, at any time prior to the earlier of (A) the close of business on the tenth calendar day Business Day following any Shares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a hereof (such redemption price of $.01 per Right (being hereinafter referred to as the "Redemption Price"). The redemption ; provided, however, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the Rights may be made effective at such timeright of redemption hereunder (other than a Springing Right of Redemption, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon defined below) but prior to any redemption Triggering Event, each of the Rights, the right to exercise the Rights will terminate following shall have occurred and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because remain in effect: (x) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of the Company's Common Shares so in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such person then owns only Person is thereafter a Beneficial Owner of ten percent (10% %) or less of the outstanding Company's Common Shares Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and if certain (z) the transfer or other conditions are metdisposition described in clause (x) above was other than pursuant to a transaction, or series of transactions, that directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. The terms reinstated right of redemption referred to in the preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the "Springing Right of Redemption." Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such exercisable pursuant to Section 11(a)(ii) at a time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of when the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceare then redeemable hereunder.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day Business Day following the date Record Date), or (ii) the Close of a public announcement that a person or group has become an Acquiring PersonBusiness on the Final Expiration Date (the “Redemption Period”), the Board of Directors of cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption) or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), as such period may be extended or shortened in the discretion of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of Trustees (the "Redemption Period") or (ii) the Final Expiration Date, cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .005 per Right Right, as such amount may be appropriately adjusted to reflect any share split, share distribution or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The ; provided, however, that, if the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors or a change in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If Period on or after the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flipthen such authorization shall require the concurrence of at least two-Over Event or certain Flip-In Events have not yet occurredthirds of the Trustees. If, following the redemption right will be reinstated if the Acquiring Person disposes occurrence of a sufficient number Share Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares so 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 then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of at least two-thirds of the Trustees, shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are metthereafter be subject to the provisions of this Section 23. The terms of Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 of the holders Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (a) (i) The Board may, at its option, at any time prior to the earlier of (A) the close of business on the tenth calendar day Business Day following any Shares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE"); PROVIDED, HOWEVER, that if, following the date occurrence of a public announcement that Shares Acquisition Date and following the expiration of the right of redemption hereunder (other than a person or group has become Springing Right of Redemption, as defined below) but prior to any Triggering Event, each of the following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person Person shall have transferred or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of the Company's Common Shares so in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such person then owns only Person is thereafter a Beneficial Owner of ten percent (10% %) or less of the outstanding Company's Common Shares Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and if certain (z) the transfer or other conditions are metdisposition described in clause (x) above was other than pursuant to a transaction, or series of transactions, that directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. The terms reinstated right of redemption referred to in the preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the "SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such exercisable pursuant to Section 11(a)(ii) at a time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of when the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceare then redeemable hereunder.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may, at its option, at any time prior to 5:00 P.M., South Burlington, Vermont time, on the earlier of (i) the Close of Business on the tenth day following the Shares Acquisition Date (or such later date as the Board of Directors then in office may determine), or (ii) the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any event referred to in Section 11(a)(ii)(A), (B) or (C) or in the first sentence of Section 13, each of the following shall have occurred and remain in effect: (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Shares in a transaction, or series of transactions, which did not result in the occurrence of an event referred to in Section 11(a)(ii)(A), (B) or (C) or in the first sentence of Section 13, such that such Person is thereafter a Beneficial Owner of less than 15% of the Shares, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the transfer or other disposition described in clause (i) above was other than pursuant to a transaction, or series of transactions, which directly or indirectly involved the Company or any of its Subsidiaries; then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to the expiration of the Company's right of redemption hereunder. In calculating the Redemption Price payable to any particular holder of the Rights being redeemed, the Company shall round the total amount payable to such holder pursuant to the provisions of the first sentence of this Section 23(a) up to the nearest $.01. Anything to the contrary herein contained notwithstanding, no payment shall be made to any holder of Rights being redeemed if such payment would be less than $1.00 unless such holder expressly requests such payment. The failure to make any such payment of less than $1.00 in the absence of a request therefor shall not affect the redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceinvolved.

Redemption. (a) At the written election of holders of at least sixty-six percent (66%) of the outstanding shares of Series C Preferred Stock and Series B Preferred Stock at any time prior on or after the date that is 90 days before fifth anniversary of the Original Issue Date (the “Series C/Series B Redemption Election”), the Corporation shall be required to redeem all, but not less than all, of the tenth calendar day following outstanding shares of Series C Preferred Stock and Series B Preferred Stock in three annual installments, upon the terms set forth in this Section 6 of this Article FOURTH. The first installment of such redemption shall occur on a date (the “First Series C/Series B Redemption Date”) specified in the Series C/Series B Redemption Election, which shall be not less than ninety (90) days after the date of a public announcement that a person or group has become an Acquiring Personthe Series C/Series B Redemption Election, and the second and third installments of such redemption shall occur on the first and second anniversaries, respectively, of the First Series C/Series B Redemption Date. The Corporation shall redeem one-third of the outstanding shares of Series C Preferred Stock and Series B Preferred Stock held by each holder on the First Series C/Series B Redemption Date, one-half of the remaining outstanding shares of Series C Preferred Stock and Series B Preferred Stock then held by each holder on the first anniversary thereof and all of the remaining shares of Series C Preferred Stock and Series B Preferred Stock on the second anniversary thereof. On each such redemption date, the Board of Directors holders shall surrender the certificate or certificates for the shares to be redeemed duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfer attached at the offices of the Company may redeem Corporation or of any transfer agent for the Rights in wholeSeries C Preferred Stock and Series B Preferred Stock, but or the holder shall notify the Corporation or any transfer agent that such certificates have been lost, stolen, or destroyed and execute a Certificate of Loss. The Corporation shall, as soon as practicable thereafter, issue and deliver to each holder a certificate or certificates for the balance of the shares not in part, at a price of $.01 per Right (the "Redemption Price")being redeemed. The redemption price per share of Series C Preferred Stock shall be equal to $0.58 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Rights may be made effective at such time, Series C Preferred Stock) (the “Series C Redemption Price”) plus all dividends declared but unpaid on such basis and share on the applicable redemption date. The redemption price per share of Series B Preferred Stock shall be equal to $0.58 (as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with such conditions as respect to the Board of Directors in its sole discretion may establish. Immediately upon any redemption of Series B Preferred Stock) (the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the “Series B Redemption Price. If ”) plus all dividends accrued and/or declared but unpaid on such share on the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the applicable redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referencedate.

Redemption. At The Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of a public announcement that a person or group has become an Acquiring Person, such redemption being referred to herein as the Board of Directors "Redemption Date") all but not less than all of the Company may redeem the then outstanding Rights in whole, but not in part, at a redemption price of $.01 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by a majority of the entire Board; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption) or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At The Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of a public announcement that a person or group has become an Acquiring Person, such redemption being referred to herein as the Board of Directors "Redemption Date") all but not less than all of the Company may redeem the then outstanding Rights in whole, but not in part, at a redemption price of $.01 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by the Board (and, until the expiration of the 180-day period referred to in Section 23(c) hereof, with the concurrence of a majority of Disinterested Directors); provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 15% of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clauses (i) and (ii), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption)or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereofDisinterested Directors, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceapplicable.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at any time prior to such time as any Person first becomes an Acquiring Person, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 per Right 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"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon any the action of the Board of Directors 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 will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the Board failure to give, or any defect in, any such notice shall not affect the validity of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes such redemption. Within 10 days after such action of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company without the consent shall mail a notice of redemption to all the holders of the Rights, except that from and after such time then outstanding Rights at their last addresses as any person becomes an Acquiring Person no such amendment may adversely affect they appear upon the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy registry books of the Rights Agreement is available from Agent or, prior to the Company at no charge upon written request. This summary description Dis- tribution Date, on the registry books of the Rights does not purport to be complete and is qualified in its entirety by reference to transfer agent for the Rights Agreement, Common Stock. Any notice which is incorporated mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by this referencewhich the payment of the Redemption Price will be made. Section 24.

Redemption. At The Board Directors may, at its option, at any time prior to the earlier of (i) the close of business on the tenth calendar day Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, and as provided herein, elect to redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any combination or subdivision of the outstanding Common Stock, any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Immediately upon the action of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may electing to redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise evidence of which shall have been filed with the Rights will terminate Agent, without any further action and without any further notice, the only right of the holders of Rights will shall be to receive the Redemption Price and such holders shall have no right to exercise the Rights. Promptly after the action of the Board of Directors ordering the redemption of the Rights, 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 Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Company's right of redemption hereunder. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price. If , 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' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time prior to the tenth calendar day following the date of [if applicable, insert -- on or after ________, _____], as a public announcement that a person whole or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder election of the Company, includingat the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, without limitation___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to vote require the Company to pay this Security in full on ____________, __ by giving the Company or to receive dividends. A copy the Registrar written notice of the Rights Agreement exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is available from subject to redemption, insert -- In the Company at no charge upon written request. This summary description event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Rights does Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not purport subject to be complete and is qualified in its entirety by reference redemption prior to the Rights Agreement, which is incorporated herein by this referencematurity.]

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right 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"); PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any event described in clause (B) of Section 11(a)(ii) or clauses (i), (ii), (iii) or (iv) of Section 13(a) hereof, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of 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 an event described in clause (B) of Section 11(a)(ii) or clauses (i), (ii), (iii) or (iv) of Section 13(a) hereof such that such Person is thereafter a Beneficial Owner of less than 10% 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 shall be reinstated and thereafter be subject to the provisions of this Section 23. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon The Company may, in its discretion, round up the redemption price to be paid to any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders holder of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referencenearest whole cent.

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth calendar day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted, as determined by the Board of Directors, to reflect any transaction of the kind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if the Board of Directors of the Company shall authorize the redemption of the Rights in the circumstances set forth in clause (i) or (ii) below, then there must be Disinterested Directors in office and such authorization shall require the concurrence of a majority of such Disinterested Directors: (i) such authorization occurs on or after the date a Person becomes an Acquiring Person or (ii) such authorization occurs on or after the date of a public announcement change (resulting from one or more proxy or consent solicitations) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation a majority of the Board of Directors of the Company has determined in good faith) that a such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such person or group has become becoming an Acquiring PersonPerson or which would cause the occurrence of an Adjustment Event. In considering whether to redeem the Rights, the Board of Directors of the Company may redeem consider the best long-term and short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in wholewhich offices or other establishments of the Company or any Subsidiary of the Company are located and all other pertinent factors, but not including without limitation the factors set forth in part, at a price the Company's Articles of $.01 per Right (the "Redemption Price")Incorporation as amended from time to time. 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 such Board of Directors in its sole discretion may establish. Immediately upon any In addition to the right of redemption reserved in the first sentence of this subsection (a), if there are Disinterested Directors then in office, such Board of Directors may redeem, with the concurrence of a majority of such Disinterested Directors, all, but not less than all, of the Rightsthen outstanding Rights at the Redemption Price after the occurrence of a Share Acquisition Date, but prior to the right to exercise the Rights will terminate and the only right occurrence of any transaction of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), if either (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company's Common Shares so that Company or any of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), as shall result in such person then owns only Person thereafter being a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Stock of the Company, includingand after such transfer or other disposition there are no other Acquiring Persons, without limitationor (ii) in connection with any transaction of the kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with such Acquiring Person, Affiliate or Associate. Notwithstanding any other provision of this Agreement, the Rights shall not be exercisable after the first occurrence of an event specified in Section 11(a)(ii) until such time as the Company's right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption hereunder has expired.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem the Rights in whole, all but not in part, less than all of the then outstanding Rights at a an initial redemption price of $.01 per Right (the "Redemption Price"). The Redemption Price shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon any the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, evidence of which shall be promptly filed with the Rights Agent, or, when approprate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public disclosure of any such redemption; provided, however, that the Board failure to give, or any defect in, any such disclosure shall not affect the validity of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes such redemption. Within 10 days after such action of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors ordering the redemption of the Rights, the Company without the consent shall mail a notice of redemption to all the holders of the Rights, except that from and after such time then outstanding Rights at their last addresses as any person becomes an Acquiring Person no such amendment may adversely affect they appear upon the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy registry books of the Rights Agreement Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is available from mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at no charge upon written request. This summary description 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 the Rights does not purport to be complete and is qualified in its entirety by reference Common Shares prior to the Rights Agreement, which is incorporated herein by this referenceDistribution Date.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to the earlier of (i) the close of business on the twentieth day following such time as any Person becomes an Acquiring Person or (ii) the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 per Right Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the RightsProvided, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because however, that if, after a person or group Person has become an Acquiring PersonPerson and following the expiration of the right of redemption hereunder but prior to any transaction of the kind described in Section 13, but (i) a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Person who is an Acquiring Person disposes shall have transferred or otherwise disposed of a sufficient number of the Company's Common Shares so in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Affiliates, Associates or Subsidiaries, which did not result in the occurrence of a transaction of the type described in Section 13 such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares Stock, and if certain (ii) there are no other conditions are met. The terms Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors a transaction of the Company without the consent of the holders of the Rights, except that from and after type described in Section 13 until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the 's right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption hereunder has expired.

Redemption. At (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 day following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record 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 of a public announcement that a person or group has become an Acquiring Personhereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption either of the Rightscircumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the right to exercise concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, (ii) such authorization occurs on or after the redemption right will be reinstated if the Acquiring Person disposes date of a sufficient number change (resulting from a proxy or consent solicitation) in a majority of the Company's Common Shares so that directors in office at the commencement of such person then owns only 10% or less solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of the outstanding Company's Common Shares and if certain other conditions are met. The terms such solicitation, a majority of the Rights may be amended by the Board of Directors of the Company without has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the consent occurrence of a Triggering Event. Notwithstanding anything contained in this Agreement to the holders contrary, the Rights shall not be exercisable after the first occurrence of the Rights, except that from and after a Section 11(a)(ii) Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 holders Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Board of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceDirectors.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem the Rights in whole, all but not in part, less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right 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"”); provided, however, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any event described in clause (B) of Section 11(a)(ii) or clauses (i), (ii), (iii) or (iv) of Section 13(a) hereof, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of 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 an event described in clause (B) of Section 11(a)(ii) or clauses (i), (ii) or (iii) of Section 13(a) hereof such that such Person (together with all Affiliates and Associates thereof) is thereafter a Beneficial Owner of less than 10% 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 shall be reinstated and thereafter be subject to the provisions of this Section 23. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon The Company may, in its discretion, round up the redemption price to be paid to any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders holder of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referencenearest whole cent.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the “Redemption Period”) cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a public announcement that a person or group has become Person becomes an Acquiring Person, then such authorization shall require the Board concurrence of Directors two-thirds of the Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company’s right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company may redeem or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company’s right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights in whole, but shall not in part, at be exercisable after the first occurrence of a price Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of $.01 per Right (the "Redemption Price")redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption) or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At The Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of a public announcement that a person or group has become an Acquiring Person, such redemption being referred to herein as the Board of Directors "Redemption Date") all but not less than all of the Company may redeem the then outstanding Rights in whole, but not in part, at a redemption price of $.01 .001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by a majority of the Disinterested Directors; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption) or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of or the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereofDisinterested Directors, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceapplicable.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may redeem shall, simultaneously with any order by the Board of Directors of Mattel pursuant to Section 24 of the Mattel Rights in wholeAgreement, order the redemption of all but not in part, less than all the then outstanding Rights at a per Right redemption price of equal to U.S. $.01 per Right multiplied by the Merger Exchange Ratio 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 may shall be made effective at such time, on such basis and with such conditions as are imposed by the Board of Directors of Mattel in its sole discretion may establish. Immediately upon any connection with the redemption of the RightsMattel Rights pursuant to Section 24 of the Mattel Rights Agreement. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the Board failure to give, or any defect in, any such notice shall not affect the validity of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes such redemption. Within 10 days after such action of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors ordering the redemption of the Rights, the Company without the consent shall mail a notice of redemption to all the holders of the Rights, except that from and after such time then outstanding Rights at their last addresses as any person becomes an Acquiring Person no such amendment may adversely affect they appear upon the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy registry books of the Rights Agreement Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Exchangeable Shares. Any notice which is available from mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at no charge upon written request. This summary description any time except (i) in the manner specifically set forth in this Section 23 or in Section 24 hereof or (ii) in connection with the purchase of the Rights does not purport to be complete and is qualified in its entirety by reference Exchangeable Shares prior to the Rights Agreement, which is incorporated herein by this reference.Distribution Date. 19

Redemption. At (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 (x) the tenth calendar day following the Shares Acquisition Date (or such later date as a majority of the Independent Directors shall determine, which determination to be made prior to the close of business on the tenth day following the Shares Acquisition Date) and (y) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a public announcement 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"); provided, however, that a person or group has become an Acquiring Person, for the purposes hereof the Board of Directors of the Company may shall be entitled to so redeem the Rights in whole, but not in part, after the time at which a price of $.01 per Right (the "Redemption Price"). The Person becomes an Acquiring Person only if such redemption is approved by a majority of the Rights may be made effective Independent Directors (as hereinafter defined) then on the Board of Directors, or, if at such timetime there shall be only one Independent Director, on by such basis sole remaining Independent Director. "Independent Director" as used herein shall mean a director who (i) is not an Acquiring Person, an Affiliate or Associate of any Acquiring Person or a representative or nominee of an Acquiring Person and with such conditions as (ii) either was a member of the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, Company prior to the right to exercise the Rights will terminate and the only right date hereof or who subsequently became a director of the holders Company and whose initial election or initial nomination for election by the Company's shareholders subsequent to such date was approved by a vote of Rights will be to receive the Redemption Price. If a majority of the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number Directors of the Company, and by a majority of the Independent Directors then on the Board of Directors or, if at such time there shall be only one Independent Director, by such sole remaining Independent Director. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares so that such person then owns only 10% or less of the outstanding Company's Company (based on the current share market price of such Common Shares and if certain at the time of redemption) or any other conditions are met. The terms form of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At any time prior Subject to the tenth calendar day following the date provisions of a public announcement that a person or group has become an Acquiring Personthis Section 5, the Board of Directors of the Company may redeem the Rights in whole, but not in partredeem, at a price of $.01 per Right the applicable Redemption Price (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis defined below) and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of ratably among the holders of the Rightsthen outstanding Preferred Stock to be redeemed, except all or any portion of the Consenting Preferred (as defined below) outstanding on the Redemption Date (defined below). As more fully set forth below in Section 5(a), in order to redeem any shares of Preferred Stock, the Company shall give notice pursuant to this Section 5 to all holders of the then outstanding Preferred Stock of all series at the address of each such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice. Any such notice, however, shall be effective (and the Company shall have the right to redeem any shares of Preferred Stock) only as follows: (i) with respect to shares of Series A Preferred Stock, the Company shall have the right to redeem such shares of Series A Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series A Preferred Stock, voting separately as a single class, (ii) with respect to shares of Series B Preferred Stock, the Company shall have the right to redeem such shares of Series B Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than 57% of such shares of Series B Preferred Stock, voting separately as a single class, (iii) with respect to shares of Series C Preferred Stock, the Company shall have the right to redeem such shares of Series C Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series C Preferred Stock, voting separately as a single class, (iv) with respect to shares of Series D Preferred Stock, the Company shall have the right to redeem such shares of Series D Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series D Preferred Stock, and (v) with respect to shares of Series E Preferred Stock, the Company shall have the right to redeem such shares of Series E Preferred Stock (ratably and with equal priority among each holder thereof), only with the written consent of holders of not less than a majority of such shares of Series E Preferred Stock, voting separately as a single class. In the event that the appropriate consents for redemption have been obtained from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of each of the Rights. Until a Right is exercisedSeries A Preferred Stock, the holder thereofSeries B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, all of such shares of Preferred Stock shall be referred to hereinafter as such, will have no rights as a shareholder "CONSENTING PREFERRED". The right of redemption contained in this Section 5 shall not be exercised with respect to any series of Preferred Stock prior to the fifth anniversary of the Company, including, without limitation, the right to vote or to receive dividends. A copy Original Issue Date of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.Series E

Redemption. At (A) The Corporation, at its option, may redeem shares ---------- of the Class 1 Series A Junior Participating Preferred Stock in whole at any time and in part from time to time, at a redemption price equal to the Adjustment Number times the current per share market price (as such term is hereinafter defined) of the Common Stock on the date of the mailing of the notice of redemption, together with unpaid accumulated dividends to the date of such redemption. The "current per share market price" on any date shall be deemed to be the average of the closing price per share of such Common Stock for the ten (10) consecutive Trading Days (as such term is hereinafter defined)immediately prior to such date; provided, however, that in the event -------- ------- that the current per share market price of the Common Stock is determined during a period following the announcement of (A) a dividend or distribution on the Common Stock other than a regular quarterly cash dividend or (B) any subdivision, combination or reclassification of such Common Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the tenth calendar day following the date commencement of a public announcement that a person or group has become an Acquiring Personsuch ten Trading Day period, then, and in each such case, the Board of Directors current per share market price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sales price, regular way, or, in case no such sale takes place on such day, the average of the Company may redeem closing bid and asked prices, regular way, in either case as reported in the Rights in wholeprincipal transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange but sales price information is reported for such security, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other self-regulatory organization or registered securities information processor (as such terms are used under the Securities Exchange Act of 1934, as amended) that then reports information concerning the Common Stock, or, if sales price information is not in partso reported, at a price of $.01 per Right (the "Redemption Price"). The redemption average of the Rights may be made effective at such time, high bid and low asked prices in the over-the-counter market on such basis and with day, as reported by NASDAQ or such conditions as other entity, or, if on any such date the Board of Directors in its sole discretion may establish. Immediately upon Common Stock is not quoted by any redemption such entity, the average of the Rights, closing bid and asked prices as furnished by a professional market maker making a market in the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended Stock selected by the Board of Directors of the Company without Corporation. If on any such date no such market maker is making a market in the consent Common Stock, the fair value of the holders Common Stock on such date as determined in good faith by the Board of Directors of the RightsCorporation shall be used. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business, except that from and after such time as or, if the Common Stock is not listed or admitted to trading on any person becomes an Acquiring Person no such amendment may adversely affect national securities exchange but is quoted by NASDAQ, a day on which NASDAQ reports trades, or, if the interests Common Stock is not so quoted, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right New York are not authorized or obligated by law or executive order to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceclose.

Redemption. At (a) The Board of Directors of the Company, at its option, at any time prior to the Close of Business on the tenth calendar day following the Stock Acquisition Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of a public announcement hereof (such redemption price being hereinafter referred to as the "Redemption Price"), provided, however, that a person or group has become an Acquiring Personduring the time period relating to when the Rights may be redeemed, the Board of Directors of the Company may redeem extend the time during which the Rights may be redeemed to be at any time as may be determined by the Board of Directors, and provided, further, that if the Board of Directors of the Company authorizes redemption of the Rights or an extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, then there must be Continuing Directors then in wholeoffice and such authorization or extension shall require the concurrence of a majority of such Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, but the Rights shall not be exercisable after the first occurrence of the event described in part, at a price Section 11(a)(ii) until such time as the Company's right of $.01 per Right (the "Redemption Price")redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. Immediately upon any redemption of the RightsThe Company may, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive at its option, pay the Redemption Price. If 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' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At any time prior (a) Subject to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Personsentence, the Board of Directors of the Company may may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem the Rights in whole, all but not in part, less than all of the then outstanding Rights at a redemption price of $.01 .0001 per Right 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"). If at any time prior to a Person becoming an Acquiring Person there occurs a Change in Control, then the Rights may be redeemed pursuant to this Section 23(a) only if (i) the Board of Directors (x) approves such redemption, (y) recommends such redemption to the Company's shareholders and (z) takes all steps necessary to call and hold a special meeting of the Company's shareholders (a "Special Meeting") for the purpose of voting on such redemption and (ii) at such Special Meeting the holders of at least 85% of the 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, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any If redemption of the RightsRights is to be effective as of a future date, the right Rights shall continue to exercise be exercisable, subject to Section 7 hereof, until the Rights will terminate and the only right effective date of the holders of Rights will be redemption, provided that, subject to receive compliance with the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because limitations that apply under this Section 23(a) following a person or group has become an Acquiring PersonChange in Control, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors may subsequently cause the Rights to be redeemed at a date earlier than the scheduled effective date of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and 10% or less of the combined voting power in the election of directors of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, by a vote which includes the concurrence, by affirmative vote, of a majority of the Disinterested Directors, at any time prior to the earlier of (i) the close of business on the twentieth day following the Share Acquisition Date, (or, if the Share Acquisition Date shall have occurred prior to the Effective Date, the close of business on the twentieth day following the Effective Date), or (ii) the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .05 per Right 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"). The redemption ; provided, however, that if, following the occurrence of a Share Acquisition Date and following the expiration of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be redemption hereunder but prior to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become Triggering Event, (i) a Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of the Company's shares of Common Shares so 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 then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares Shares, and if certain (ii) there are not other conditions are met. The terms Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable, and a Triggering Event shall not be deemed to have occurred, after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after an event described in Section 11(a)(ii) hereof until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the 's right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption hereunder has expired.

Redemption. At (a) The Company may, by resolution of its Board of Directors, at its option, at any time prior to the tenth calendar day following 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 outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of a public announcement this Amended and Restated Rights Agreement (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that in the event that a person redemption of the Rights is proposed, requested or group considered at a time at which any Person (a "Proposed Acquiror") has become proposed or publicly announced an Acquiring Personintention to propose a transaction that, if consummated, would cause a Stock Acquisition Date or any of the events listed in Sections 13(a), (b) or (c) to occur, the Board of Directors may only act to redeem the rights upon the prior recommendation of a majority of its Independent Directors at a time at which there are at least two Independent Directors. "Independent Director" shall mean any member of the Board of Directors of the Company may redeem who is not a proposed Acquiror or an Affiliate, Associate, representative or nominee of a Proposed Acquiror and who is not an officer or employee of the Rights in whole, but not in part, at a price Company or any of $.01 per Right (the "Redemption Price")its Subsidiaries. The redemption of Rights by the Rights may Board of Directors shall be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption 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 Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders such Board resolution) or any other form of Rights will be to receive the Redemption Price. If consideration deemed appropriate by the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At The Company may, at its option, at any time prior to the tenth calendar day following earlier of (i) the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Record Date), or (ii) the Final Expiration Date, redeem (the date of a public announcement that a person or group has become an Acquiring Person, such redemption being referred to herein as the Board of Directors "REDEMPTION DATE") all but not less than all of the Company may redeem the then outstanding Rights in whole, but not in part, at a redemption price of $.01 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, that any redemption after the Stock Acquisition Date must be authorized by a majority of the Disinterested Directors; PROVIDED FURTHER, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights, Common Stock at the right to exercise time of redemption) or any other form of consideration deemed appropriate by Board or the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Disinterested Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceapplicable.

Redemption. At (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 day following the Share Acquisition Date (or such later date as a majority of the Continuing Directors may designate prior to such time as the Rights are no longer redeemable) and (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a public announcement that a person redemption price of $.01 per Right as appropriately adjusted to reflect any share subdivision or group has become an Acquiring Personconsolidation, dividend of shares or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided that, if the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The authorizes redemption of the Rights in either of the circumstances set forth in clauses (x) or (y) below then there must be Continuing Directors in office and such authorization shall require the concurrence of a majority of the Continuing Directors: (x) such authorization occurs on or after the Share Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. 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 hereunder has expired, as the same may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights extended pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights this Agreement, which is incorporated herein by this reference."

Redemption. At any time prior to (a) On and after the tenth calendar day following second anniversary of the date of a public announcement that a person or group has become an Acquiring PersonPrincipal Issue Date, the Board Corporation shall have the right, at its sole option and election made in accordance with Section 5(c), to redeem, out of Directors funds legally available therefor, shares of the Company may redeem the Rights Class B Stock, in whole, but not whole or in part, at any time and from time to time, at a redemption price equal to the Stated Value (except as described below), plus an amount per share equal to all accrued and unpaid dividends, whether or not declared, to the date of $.01 per Right redemption (the "Redemption Price"). The ; provided, however, that the Corporation shall not have any such right unless (A) if the redemption is to occur between the second and third anniversary of the Rights may be made effective at such timePrincipal Issue Date, on such basis and with such conditions the Redemption Fair Market Value (as the Board of Directors defined in its sole discretion may establish. Immediately upon any redemption Section 11 hereof) of the RightsCommon Stock, as of the close of business on the third Business Day immediately preceding the date on which notice of redemption is given, is equal to at least 180% of the Conversion Price (as defined in Section 11 hereof), and (B) if the redemption is to occur between the third and fifth anniversary of the Principal Issue Date, the right to exercise the Rights will terminate and the only right Redemption Fair Market Value (as defined in Section 11 hereof) of the holders Common Stock, as of Rights will be the close of business on the third Business Day immediately preceding the date on which notice of redemption is given, is equal to receive at least 200% of the Conversion Price (as defined in Section 11 hereof). Notwithstanding the foregoing, if the redemption is to occur between the fifth and sixth anniversaries of the Principal Issue Date, the Redemption PricePrice shall be $51.5938; if the redemption is to occur between the sixth and seventh anniversaries of the Principal Issue Date, the Redemption Price shall be $51.0625; and if the redemption is to occur between the seventh and eighth anniversaries of the Principal Issue Date, the Redemption Price shall be $50.5313; in each case plus an amount per share equal to all accrued and unpaid dividends, whether or not declared, to the date of redemption. If less than all shares of Class B Stock at the Board of Directors' ability time outstanding are to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurredbe redeemed, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport shares to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredeemed shall be selected pro rata.

Redemption. At The Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of a public announcement that a person or group has become an Acquiring Person, such redemption being referred to herein as the Board of Directors "Redemption Date") all but not less than all of the Company may redeem the then outstanding Rights in whole, but not in part, at a redemption price of $.01 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if after the occurrence of a Stock Acquisition Date Disinterested Directors cease to constitute a majority of the members of the Board, the Rights shall no longer be redeemable; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption) or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may redeem may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), as such period may be extended or shortened in wholethe discretion of the Board of Directors (the "Redemption Period") or (ii) the Final Expiration Date, cause the Company to redeem all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .005 per Right 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"). The ; provided, however, that, if the Board of Directors -------- ------- authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as or a change in the Board of Directors Redemption Period in its sole discretion may establish. Immediately upon any redemption either of the Rightscircumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the right to exercise concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but or (ii) such authorization occurs on or after the date of a Flip-Over Event change (resulting from a proxy or certain Flip-In Events have not yet occurredconsent solicitation or from a vote or written consent(s)) in a majority of the directors in office at the commencement of such solicitation, or prior to such vote or consent(s), if any Person who is a participant in such solicitation, vote or consent(s) has stated (or, if a majority of the redemption right will be reinstated if directors in office at the commencement of such solicitation or prior to such vote or consent(s) has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person disposes or which would cause the occurrence of a sufficient number Triggering Event unless, concurrently with such a proxy or consent solicitation or such vote or consent(s), effected in compliance with applicable law and regulations, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates) in compliance with Section 11(a)(ii). If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares and if certain Stock, (ii) there are no other conditions are met. The terms Persons, immediately following the occurrence of the Rights may be amended by event described in clause (i), who are Acquiring Persons, and (iii) the Board of Directors of (with the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.concurrence of

Redemption. At (a) (i) The Board may, at its option, at any time prior to the earlier of (A) the close of business on the tenth calendar day following the Business Day (or such later date of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 may determine) following any Shares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of Directors in its sole discretion may establish. Immediately upon One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE"); PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the Rights, the right to exercise the Rights will terminate and the only right of redemption hereunder (other than a Springing Right of Redemption, as defined below) but prior to any Triggering Event, each of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because following shall have occurred and remain in effect: (x) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of the Company's Common Shares so in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such person then owns only Person is thereafter a Beneficial Owner of ten percent (10% %) or less of the outstanding Company's Common Shares Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and if certain (z) the transfer or other conditions are metdisposition described in clause (x) above was other than pursuant to a transaction, or series of transactions, that directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. The terms reinstated right of redemption referred to in the preceding sentence and the reinstated right of redemption referred to in Sections 23(a)(ii) and 31 is herein called the "SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such exercisable pursuant to Section 11(a)(ii) at a time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of when the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceare then redeemable hereunder.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (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 (10th) day following the Stock Acquisition Date (which ten-day period may be extended by the Board of Directors for successive periods of ten days, not to exceed an aggregate of 30 days following the Stock Acquisition Date) or (ii) the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right 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"). The redemption ; PROVIDED, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be redemption hereunder but prior to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because any Triggering Event, (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction or series of transactions, not direct or indirectly involving the Company's Common Shares so Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement or the contrary, the Rights shall not exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's Common Shares and if certain other conditions are metright of redemption hereunder has expired. The terms 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 Rights may be amended Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceDirectors.

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to 5:00 P.M., Detroit time, on the earlier of (x) the tenth calendar day Business Day following the Shares Acquisition Date, or (y) the Final Expiration Date or (z) the day on which a determination is made by the Board of Directors that any Person is an Adverse Person pursuant to Section 11(a)(ii)(D), redeem all but not less than all of the then outstanding Rights at a redemption price of $.005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of a public announcement hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that a person if such redemption occurs on or group has become an Acquiring Personafter the Shares Acquisition Date, the Board of Directors of the Company may shall be entitled to so redeem the Rights only if Continuing Directors constitute a majority of the Board of Directors at the time of such redemption and such redemption is approved by a majority of the Continuing Directors; provided, further, that if such redemption occurs on or after the date of a change (resulting from a proxy or consent solicitation effected in wholecompliance with applicable law and the requirements of the Nasdaq Stock Market or any national securities exchange on which the Common Stock of the Company is listed) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, but not if upon the commencement of such solicitation, a majority of the Board of Directors has determined in partgood faith) that such Person (or any of its Affiliates or Associates) intends to take, at or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a price Triggering Event, the Board of $.01 per Right Directors of the Company shall be entitled to so redeem the Rights only if Continuing Directors who were members of the Board of Directors prior to the proxy or consent solicitation referred to above (or subsequently became members of the Board of Directors and whose nomination for election or election thereto was recommended or approved by a majority of such Continuing Directors) (the "Redemption PriceContinuing Directors"). The redemption ) constitute a majority of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any at the time of such redemption and such redemption is approved by a majority of the RightsRedemption Continuing Directors; provided, further, however, that if, following the occurrence of the Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to exercise the Rights will terminate and the only right any Triggering Event, each of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because following shall have occurred and remain in effect: (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in a transaction, or series of transactions, which did not result in the Company's Common Shares so occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares and if certain Stock, (ii) there are no other conditions are met. The terms Persons, immediately following the occurrence of the Rights may be amended by event described in clause (i), who are Acquiring Persons, and (iii) the Board transfer or other disposition described in clause (i) above was other than pursuant to a transaction, or series of Directors of transactions, which directly or indirectly involved the Company without or any of its Subsidiaries; then the consent right of redemption shall be reinstated and thereafter be subject to the holders provisions of this Section 23. Notwithstanding anything contained in this Agreement to the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercisedcontrary, the holder thereof, as such, will have no rights as a shareholder Rights shall not be exercisable pursuant to Section 11(a)(ii) or Section 13(a) prior to the expiration of the Company, including, 's right of redemption pursuant to this Section 23(a) without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference regard to the Rights Agreement, which is incorporated herein by this referencelast proviso.

Redemption. At (a) The Board may, at its option, at any time prior to 5:00 p.m., Eastern time, on the earlier of (i) the tenth calendar day Business Day following the date of a public announcement that a person or group has become an Acquiring PersonShares Acquisition Date, subject to extension by the Board for a period of Directors of the Company may redeem the Rights in wholetime up to, but not in partexceeding, ten additional days, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board; provided, however, if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant Notwithstanding anything in this Agreement to the Rights Agreement has expired because a person or group has become an Acquiring Personcontrary, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the no Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except exercised at any time that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from are subject to redemption in accordance with the Company at no charge upon written request. This summary description terms of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights this Agreement, which is incorporated herein by this reference.

Redemption. At (a) The Board may, within its sole discretion, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date (the “Redemption Period”), cause the Company to redeem all, but not less than all, of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price, as adjusted, being hereinafter referred to as the “Redemption Price”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a public announcement that a person or group has become Person becomes an Acquiring Person, then such authorization shall require the Board concurrence of Directors two-thirds of the Company may redeem authorized number of members of the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights in whole, but shall not in part, at be exercisable after the first occurrence of a price Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of $.01 per Right (the "Redemption Price")redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current per share market price (as determined pursuant to Section 11(d) hereof) of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption) or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (a) The Notes shall be redeemable, in each case, in whole or in part from time to time, at the option of the Company beginning with the Interest Payment Date on October 1, 2025, but not prior thereto (except upon the occurrence of certain events specified below), and on any time Interest Payment Date thereafter (each, a “Redemption Date”), subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve. The Notes may not otherwise be redeemed prior to the tenth calendar day following the date of a public announcement Maturity Date, except that a person or group has become an Acquiring Person, the Board of Directors of the Company may may, at its option, redeem the Rights Notes before the Maturity Date, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, upon the occurrence of a Tier 2 Capital Event or a Tax Event, or if the Company is required to register as an investment company pursuant to the Investment Company Act of 1940, as amended (15 U.S.C. 80a-1 et seq.). Any such redemption will be at a price Redemption Price equal to 100% of $.01 per Right (the "principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Price")Date fixed by the Company. The redemption provisions of Article 11 of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon Base Indenture shall apply to any redemption of the RightsNotes pursuant to this Section 2.5. Any partial redemption will be made in accordance with DTC’s applicable procedures among all of the Holders of the Notes. If any Note is to be redeemed in part only, the right notice of redemption relating to exercise the Rights will terminate such Note shall state that it is a partial redemption and the only right portion of the holders of Rights principal amount thereof to be redeemed, and a replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The Notes are not subject to receive redemption or prepayment at the option of the Holders. Any notice of redemption may be conditional in the Company’s discretion on one or more conditions precedent, and the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights Date may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after delayed until such time as any person becomes an Acquiring Person no or all of such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will conditions have no rights as a shareholder of the Company, including, without limitation, the right to vote been satisfied or to receive dividends. A copy of the Rights Agreement is available from revoked by the Company at no charge upon written requestif it determines that such conditions will not be satisfied. This summary description of The Company shall promptly notify the Rights does not purport to be complete Trustee and is qualified in its entirety by reference the Holders prior to the Rights Agreement, which is incorporated herein by this referenceRedemption Date if it determines that such conditions will not be satisfied.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to the earlier of (i) the Close of Business on the twentieth day following the Shares Acquisition Date, or (ii) the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .10 per Right 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"). The redemption ) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price," as defined in Section 11(d)(i) hereof, of the Rights may be made effective Common Shares at such timethe time of redemption) or cash. If, on such basis following the occurrence of a Shares Acquisition Date and with such conditions as following the Board of Directors in its sole discretion may establish. Immediately upon any redemption expiration of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant redemption hereunder but prior to the Rights Agreement has expired because occurrence of any event described in Section 11(a)(ii) or Section 13(a) hereof (a person or group has become "Triggering Event"), (i) each Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of the Company's Common Shares so in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of Triggering Event such that each such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares Shares, and if certain (ii) there are no other conditions are met. The terms Persons, immediately following the occurrence of the event described in clause (i) of this sentence, who are Acquiring Persons, then the right of redemption set forth in the preceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 24. Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after an event described in Section 11(a)(ii) hereof until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, 's right of redemption set forth in the right to vote or to receive dividends. A copy first sentence of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceSection 24(a) has expired.

Redemption. At Not less than all of the outstanding Placement Warrants may be redeemed, at the option of the Company, with the prior consent of EarlyBirdCapital, Inc., at any time while they are exercisable and prior to their expiration, at the office of the warrant agent, upon the notice referred to in the Warrant Agreement. Upon such redemption at the option of the Purchasers, the Purchasers may exercise their Placement Warrants on a cashless basis, so long as such Placement Warrants are held by the Purchasers or their Affiliates. In such event, each Purchaser would pay the exercise price by surrendering the Placement Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Placement Warrants, multiplied by the difference between the exercise price of the Placement Warrants and the fair market value of an Ordinary Share by (y) the fair market value of an Ordinary Share. The “fair market value” is the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the tenth calendar day following date on which the date notice of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right is sent to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the RightsPlacement Warrants. With respect to any natural person, except that from the term Affiliate shall also include any member of said person’s immediate family, any family limited partnership for said person and after such time as any trust, voting or otherwise, of which said person becomes an Acquiring Person no such amendment may adversely affect the interests is a trustee or of which said person or any of said person’s immediate family is a beneficiary. For purposes of the holders foregoing, the term “control” and variations thereof means the possession of the Rights. Until a Right is exercised, power to direct or cause the holder thereof, as such, will have no rights as a shareholder direction of the Companymanagement or policies of a person, includingwhether through the ownership of voting securities, without limitationby contract or otherwise. Notwithstanding the foregoing, the right to vote or to receive dividends. A copy all other terms and conditions of the Rights Agreement is available from Placement Warrants are identical to the Company at no charge upon written request. This summary description terms and conditions of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceWarrants.

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth calendar day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted, as determined by the Board of Directors, to reflect any transaction of the kind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date of a public announcement that a person or group has become an Acquiring Personhereof (such redemption price being hereinafter referred to as the "Redemption Price"). In considering whether to redeem the Rights, the Board of Directors of the Company may redeem consider the best long-term and short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in wholewhich offices or other establishments of the Company or any Subsidiary of the Company are located and all other pertinent factors, but not including without limitation the factors set forth in part, at a price the Company's Articles of $.01 per Right (the "Redemption Price")Incorporation as amended from time to time. 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 such Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, In addition to the right to exercise of redemption reserved in the Rights will terminate and the only right first sentence of the holders of Rights will be to receive the Redemption Price. If this subsection, the Board of Directors' ability to Directors may redeem all, but not less than all, of the then outstanding Rights pursuant at the Redemption Price after the occurrence of a Share Acquisition Date, but prior to the Rights Agreement has expired because occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), if either (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company's Common Shares so that Company or any of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), as shall result in such person then owns only Person thereafter being a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Stock of the Company, includingand after such transfer or other disposition there are no other Acquiring Persons, without limitationor (ii) in connection with any transaction of the kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with such Acquiring Person, Affiliate or Associate. Notwithstanding any other provision of this Agreement, the Rights shall not be exercisable after the first occurrence of an event specified in Section 11(a)(ii) until such time as the Company's right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption hereunder has expired.

Redemption. At (a) (i) The Board may, at its option, at any time prior to the earlier of (A) the close of business on the tenth calendar day Business Day following any Shares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "REDEMPTION PRICE"); PROVIDED, HOWEVER, that if, following the date occurrence of a public announcement that Shares Acquisition Date and following the expiration of the right of redemption hereunder (other than a person or group has become Springing Right of Redemption, as defined below) but prior to any Triggering Event, each of the following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person Person shall have transferred or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of the Company's Common Shares so in a transaction, or series of transactions, that did not result in the occurrence of a Triggering Event, such that such person then owns only Person is thereafter a Beneficial Owner of ten percent (10% %) or less of the outstanding Company's Common Shares Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and if certain (z) the transfer or other conditions are metdisposition described in clause (x) above was other than pursuant to a transaction, or series of transactions, that directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. The terms reinstated right of redemption referred to in the preceding sentence and the reinstated right of redemption referred to in Sections 27 and 31 hereof is herein called the "SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agree ment to the contrary, the Rights may shall not be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such exercisable pursuant to Section 11(a)(ii) at a time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of when the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceare then redeemable hereunder.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the “Redemption Period”) cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a public announcement that a person or group has become Person becomes an Acquiring Person, then such authorization shall require the Board concurrence of Directors two-thirds of the Company may redeem Directors. If, following the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes occurrence of a sufficient number Stock Acquisition Date and following the expiration of the Company's ’s right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares and if certain Stock, (ii) there are no other conditions are met. The terms Persons, immediately following the occurrence of the Rights may be amended event described in clause (i), who are Acquiring Persons, and (iii) the Board, by the Board a vote of Directors two-thirds of the Company without Board, shall so approve, then the consent Company’s right of redemption shall be reinstated and thereafter be subject to the holders provisions of this Section 23. Notwithstanding anything contained in this Agreement to the Rightscontrary, except that from and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company’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 of the holders Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (a) The Company may, at its option, upon approval by a majority of the Board of Directors, at any time prior to the earlier of (i) the tenth calendar business day following the Shares Acquisition Date, or (ii) such date or dates on or after the tenth business day following the Shares Acquisition Date to which such option may be extended by a majority of a public announcement that a person or group has become an Acquiring Person, the Board of Directors (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Shares Acquisition Date and, thereafter, prior to the completion of any such 10 day extension or extensions (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, prior to (A) the tenth business day following the Record Date or (B) such date or dates on or after the tenth business day after the Record Date to which such option may be extended by a majority of the Company may Board of Directors (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Record Date and, thereafter, prior to the completion of any such 10 day extension or extensions), redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .001 per Right 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, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At (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 day following the Stock Acquisition Date, or such later date as may be determined by action of a public announcement that majority 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 person majority of Directors then in office and publicly announced by the Company), or group has become an Acquiring Person(ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption either of the Rightscircumstances set forth in clauses (i) and (ii) immediately below, then there must be Directors then in office and such authorization shall require the right to exercise concurrence of a majority of such Directors: (i) such authorization occurs on or after the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, (ii) such authorization occurs on or after the redemption right will be reinstated if the Acquiring Person disposes date of a sufficient number change (resulting from a proxy or consent solicitation) in a majority of the Company's Common Shares so that directors in office at the commencement of such person then owns only 10% or less solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of the outstanding Company's Common Shares and if certain other conditions are met. The terms such solicitation, a majority of the Rights may be amended by the Board of Directors of the Company without has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the consent occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates); provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the holders right of redemption hereunder but prior to any Triggering Event, (i) a person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company, or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the Rightsoutstanding shares of Common Stock, except that from and after (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 herein shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not occur and the Rights shall not be exercisable until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 holders Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Board of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceDirectors.

Redemption. At (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 day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). If, following the occurrence of a public announcement that Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a person or group has become Person who is an Acquiring PersonPerson shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board of Directors of the Company may redeem shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights in whole, but shall not in partbe exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at a its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of $.01 per Right (the "Redemption Price"). The redemption Common Stock at the time of the Rights may be made effective at such time, on such basis and with such conditions as the Board redemption) or any other form of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If consideration deemed appropriate by the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth calendar day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted, as determined by the Board of Directors, to reflect any transaction of the kind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date of a public announcement that a person or group has become an Acquiring Personhereof (such redemption price being hereinafter referred to as the "Redemption Price"). In considering whether to redeem the Rights, the Board of Directors of the Company may redeem consider the best long-term and short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in whole, but not in part, at a price which offices or other establishments of $.01 per Right (the "Redemption Price")Company or any Subsidiary of the Company are located and all other pertinent factors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the such Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, In addition to the right to exercise of redemption reserved in the Rights will terminate and the only right first sentence of the holders of Rights will be to receive the Redemption Price. If this subsection (a) the Board of Directors' ability to Directors may redeem all, but not less than all, of the then outstanding Rights pursuant at the Redemption Price after the occurrence of a Share Acquisition Date, but prior to the Rights Agreement has expired because occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), if either (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company's Common Shares so that Company or any of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), as shall result in such person then owns only 10Person thereafter being a Beneficial Owner of 15% or less of the outstanding Company's shares of Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Stock of the Company, includingand after such transfer or other disposition there are no other Acquiring Persons, without limitationor (ii) in connection with any transaction of the kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with such Acquiring Person, Affiliate or Associate. Notwithstanding any other provision of this Agreement, the Rights shall not be exercisable after the first occurrence of an event specified in Section 11(a)(ii) until such time as the Company's right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption hereunder has expired.

Redemption. At (a) Busco shall have the right, upon six months' prior written notice, to require the redemption of any shares of unconverted Preferred Stock. Such right shall be to put 100% of those shares at any time prior to after the tenth calendar day following fifth anniversary of the date of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in wholethis Agreement, but not later than the second to occur of (a) the seventh anniversary of the date of this Agreement and (b) a date which is 12 months after the date on which the Senior Secured Notes issued by Transportation in part1997 shall be repaid in full. Payment as to the redemption shall, at except to the extent Section 3.04(b) shall be applicable, be made 50% on the date of the put and 50% on the first anniversary of the date of the put. Any amount not paid to Busco as set forth in this Section 3.04 on such put date shall be evidenced by a price of $.01 per Right note from the Company (the "Redemption Price")such note to be non-interest bearing) evidencing such indebtedness. The redemption price (valued as of the Rights may date of such redemption) shall be made effective at such time, on such basis and with such conditions as the Board higher of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder (i) fair market value of the Company, includingappraised as a public company if there is a reasonable basis upon which the Company by the date of such notice requiring redemption could have been a public company, without limitationotherwise appraised as privately held, in either case multiplied by a fraction, the right to vote or to receive dividends. A copy numerator of which is the number of shares of Common Stock of the Rights Agreement Company that Busco would have obtained had there been a conversion of the redeemed unconverted Preferred Stock on the put date (such numerator being hereinafter referred to as "the Common Stock Equivalent") and the denominator of which is available from the total number of shares of Common Stock of the Company that there would have been had there been such conversion; (ii) if the Common Stock is then publicly traded, valued at no charge upon written request. This summary description market multiplied by the number of shares constituting the Rights does not purport to be complete and is qualified in its entirety Common Stock Equivalent, or (iii) liquidation preference value multiplied by reference to the Rights Agreement, which is incorporated herein by this referencenumber of shares constituting the Common Stock Equivalent.

Redemption. At (a) The Board of Directors may, at its option, at any time prior to the tenth calendar day following the date of a public announcement that a person or group has become such time as any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 per Right Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any If redemption of the RightsRights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price 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 ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the Board failure to give, or any defect in, any such notice shall not affect the validity of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes such redemption. Within 10 days after such action of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors ordering the redemption of the Rights (or, if later, the effectiveness of the redemption of the Rights), the Company without the consent shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, discharge all of its obligations with respect to the payment of the Redemption Price by (i) issuing a press release announcing the manner of redemption of the Rights, except that from (ii) depositing funds necessary for such redemption, in trust, with a bank or trust company having a capital and after such time as any person becomes an Acquiring Person no such amendment may adversely affect surplus of at least $100,000,000, to be applied to the interests redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price to the registered holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at no charge upon written request. This summary description 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 the Rights does not purport to be complete and is qualified in its entirety by reference Common Shares prior to the Rights Agreement, which is incorporated herein by this referenceDistribution Date. Section 24.

Redemption. At (A) The Corporation, at its option, may redeem shares of the Class 2 Series A Junior Participating Preferred Stock in whole at any time and in part from time to time, at a redemption price equal to the Adjustment Number times the current per share market price (as such term is hereinafter defined) of the Class B Common Stock on the date of the mailing of the notice of redemption, together with unpaid accumulated dividends to the date of such redemption. The "current per share market price" on any date shall be deemed to be the average of the closing price per share of such Common Stock for the ten (10) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; PROVIDED, HOWEVER, that in the event that the current per share market price of the Common Stock is determined during a period following the announcement of (A) a dividend or distribution on the Common Stock other than a regular quarterly cash dividend or (B) any subdivision, combination or reclassification of such Common Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the tenth calendar day following the date commencement of a public announcement that a person or group has become an Acquiring Personsuch ten (10) Trading Day period, then, and in each such case, the Board of Directors current per share market price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sales price, regular way, or, in case no such sale takes place on such day, the average of the Company may redeem closing bid and asked prices, regular way, in either case as reported in the Rights in wholeprincipal transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange but sales price information is reported for such security, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other self-regulatory organization or registered securities information processor (as such terms are used under the Securities Exchange Act of 1934, as amended) that then reports information concerning the Common Stock, or, if sales price information is not in partso reported, at a price of $.01 per Right (the "Redemption Price"). The redemption average of the Rights may be made effective at such time, high bid and low asked prices in the over-the-counter market on such basis and with day, as reported by NASDAQ or such conditions as other entity, or, if on any such date the Board of Directors in its sole discretion may establish. Immediately upon Common Stock is not quoted by any redemption such entity, the average of the Rights, closing bid and asked prices as furnished by a professional market maker making a market in the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended Stock selected by the Board of Directors of the Company without Corporation. If on any such date no such market maker is making a market in the consent Common Stock, the fair value of the holders Common Stock on such date as determined in good faith by the Board of Directors of the RightsCorporation shall be used. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business, except that from and after such time as or, if the Common Stock is not listed or admitted to trading on any person becomes an Acquiring Person no such amendment may adversely affect national securities exchange but is quoted by NASDAQ, a day on which NASDAQ reports trades, or, if the interests Common Stock is not so quoted, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right New York are not authorized or obligated by law or executive order to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceclose.

Redemption. At The Company may, at its option and with the approval of the Board of Directors, at any time prior to the Close of Business on the earlier of (i) the tenth calendar day following the Shares Acquisition Date (or such later date as may be determined by action of a public announcement that a person or group has become an Acquiring Personmajority of Continuing Directors then in office and publicly announced by the Company) and (ii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right 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")Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. The Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. ; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Immediately upon any the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the Board failure to give or any defect in, any such notice shall not affect the validity of Directors' ability to redeem such redemption. Within ten (10) days after the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes action of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors ordering the redemption of the Rights, the Company without shall give notice of such redemption to the consent of Rights Agent and the holders of the Rights, except that from and after then outstanding Rights by mailing such time notice to all such holders at their last addresses as any person becomes an Acquiring Person no such amendment may adversely affect they appear upon the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy registry books of the Rights Agreement Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is available from mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at no charge upon written request. This summary description 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 the Rights does not purport to be complete and is qualified in its entirety by reference Common Shares prior to the Rights Agreement, which is incorporated herein by this referenceDistribution Date.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), or (ii) the Close of a public announcement that a person or group has become an Acquiring PersonBusiness on the Final Expiration Date, (the Board of Directors of "Redemption Period") cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right 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"). The ; provided, however, that, if the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as or after the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurredthen such authorization shall require the concurrence of two thirds of the Directors. If, following the redemption right will be reinstated if the Acquiring Person disposes occurrence of a sufficient number Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two thirds of the Board, shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are metthereafter be subject to the provisions of this Section 23. The terms of Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 of the holders Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time prior to the tenth calendar day following the date of [if applicable, insert -- on or after ________, _____], as a public announcement that a person whole or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder election of the Company, includingat the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, without limitation___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Year Redemption Price for Redemption Redemption Price for Redemption Through Operation of the Sinking Fund Otherwise Than Through Operation of the Sinking Fund and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $____.] [If applicable, insert -- The Holder of this Security shall have the right to vote require the Company to pay this Security in full on ____________, __ by giving the Company or to receive dividends. A copy the Registrar written notice of the Rights Agreement exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is available from subject to redemption, insert -- In the Company at no charge upon written request. This summary description event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Rights does Holder hereof upon the cancellation hereof.] [If applicable, insert -- This Security is not purport subject to be complete and is qualified in its entirety by reference redemption prior to the Rights Agreement, which is incorporated herein by this referencematurity.]

Redemption. At On or after September 12, 2025, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon notice as described in Paragraph 7 of this Note, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). In addition, prior to September 12, 2025, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon notice as described in Paragraph 7 of this Note, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Notice of any redemption upon any corporate transaction or other event (including any Equity Offering, Incurrence of Indebtedness, Change of Control or other transaction) may be given prior to the tenth calendar day following completion thereof. In addition, any redemption described above or notice thereof may, at the date of a public announcement that a person Issuer’s discretion, be subject to one or group has become an Acquiring Personmore conditions precedent, the Board of Directors of the Company may redeem the Rights in wholeincluding, but not limited to, completion of a corporate transaction or other event. If any redemption is so subject to the satisfaction of one or more conditions precedent, the notice thereof shall describe each such condition and, if applicable, shall state that, in partthe Issuer’s discretion, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights date may be made effective at delayed until such time, on such basis and with time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), and/or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date as so delayed, and/or that such notice may be rescinded at any time by the Board of Directors Issuer if the Issuer determines in its sole discretion may establishthat any or all of such conditions will not be satisfied (or waived). Immediately upon For the avoidance of doubt, if any redemption of the Rights, the right to exercise the Rights will terminate date shall be delayed as contemplated by this paragraph and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights applicable notice of redemption, such redemption date as so delayed may be amended by occur, subject to the Board applicable procedures of Directors The Depository Trust Company (“DTC”), at any time after the original redemption date set forth in the applicable notice of the Company without the consent of the holders of the Rights, except that from redemption and after such time as the satisfaction (or waiver) of any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Companyapplicable conditions precedent, including, without limitation, on a date that is less than 10 days after the right to vote original redemption date or to receive dividendsmore than 60 days after the applicable notice of redemption. A copy In addition, the Issuer may provide in such notice that payment of the Rights Agreement is available from the Company at no charge upon written request. This summary description redemption price and performance of the Rights does not purport Issuer’s obligations with respect to such redemption may be complete and is qualified in its entirety performed by reference to the Rights Agreement, which is incorporated herein by this referenceanother Person.

Redemption. At The Corporation may, upon giving notice as hereinafter provided, redeem, at any time prior or from time to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Persontime, the Board of Directors whole or any part of the Company may redeem then outstanding Class C preferred shares, on payment for each share to be redeemed of the Rights Class C Preferred Amount per Share together with all declared but unpaid dividends thereon (in wholethis Article 6 collectively, but not in part, at a price of $.01 per Right (the "Redemption Price"). The In the event of a redemption or part only of the then outstanding Class C preferred shares, such redemption shall be effected pro rata among the holders thereof, provided, that, with the prior written consent of all the holders thereof, such redemption may be effected selectively among the holders thereof such that, for greater certainty, the Class C preferred shares of one or more holders thereof may be redeemed without the Class C preferred shares or other holders thereof being redeemed concurrently therewith or at all. In the case of such redemption of Class C preferred shares, the Rights Corporation shall communicate to each person (whose or part of whose Class C preferred shares are to be redeemed) who at the date of such communication is a registered owner of the Class C preferred shares to be redeemed, a notice in writing (in this Article 6, the "Redemption Notice") of the intention of the Corporation to redeem such Class C preferred shares, and the date specified for redemption (in this Article 6, the "Redemption Date"). The Redemption Notice shall be communicated to each such person at such person's address as the same appears on the books of the Corporation, in the manner provided for in clause 8.2 hereof. Accidental failure or omission to communicate the Redemption Notice to one or more holders shall not affect the validity of such redemption but upon such failure or omission being discovered, the Redemption Notice shall be forthwith communicated to such holder or holders and shall have the same force and effect as if given in due time. The Redemption Notice shall set out the Redemption Price and the Redemption Date and, if part only of the Class C preferred shares held by the person to whom such Redemption Notice is addressed is to be redeemed, the number thereof so to be redeemed. On or after the Redemption Date, the Corporation shall pay or cause to be paid, in the manner herein provided for, to or to the order of the registered holders of the Class C preferred shares so to be redeemed, the Redemption Price in respect thereof, on presentation and surrender at the registered office of the Corporation, or any other place designated in the Redemption Notice, of the share certificate or certificates representing the Class C preferred shares so called for redemption. Such payment may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption by cheque or draft of the Rights, the right to exercise the Rights will terminate and the only right Corporation payable at par at any branch of the holders of Rights will be to receive Corporation's banker for the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Persontime being in Canada or, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without with the consent of the registered holder thereof, the Corporation may deliver a note evidencing the obligation of the Corporation to the registered holder in the amount of the Redemption Price payable on demand, with interest after demand only at the Demand Interest Rate or, with the consent of the registered holder thereof, by any other means. If a part only of the shares represented by any share certificate is redeemed a new share certificate for the balance thereof shall be issued at the expense of the Corporation. The Corporation shall have the right, at any time after the communication of the Redemption Notice, to deposit the aggregate Redemption Price for the Class C preferred shares so called for redemption, or of such of the Class C preferred shares which are represented by certificates which have not, at the date of such deposit, been surrendered by the holders thereof in connection with such redemption, to a special account in any chartered bank or any trust company in Canada named in the Redemption Notice, to be paid on or after the Redemption Date without interest to or to the order of the respective holders of the RightsClass C preferred shares called for redemption upon presentation and surrender to such bank or trust company of the share certificate or certificates representing such shares. Upon such deposit being made or upon the Redemption Date, except that from whichever is the later, the Class C preferred shares in respect of which such deposit shall have been made shall be deemed to be redeemed and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests rights of the holders thereof shall be limited to receiving, without interest, their proportionate part of the Rightsaggregate Redemption Price so deposited upon presentation and surrender of the said share certificate or certificates held by them respectively. Until a Right is exercisedAny interest allowed on any such deposits shall belong to the Corporation. From and after the date specified for redemption in the Redemption Note, the holder thereof, as such, will have no rights as a shareholder Class C preferred shares called for redemption shall cease to be entitled to exercise any of the Company, including, without limitation, the right to vote or to receive dividends. A copy rights of shareholders in respect of such shares unless payment of the Rights Agreement is available Redemption Price in respect thereof shall not be made, in the manner herein provided for, upon presentation and surrender of the share certificate or certificates in accordance with the foregoing provisions, in which case the rights of the holders thereof shall remain unaffected. Redemption proceeds that are represented by a cheque which has not been presented to the Corporation's banker for payment or that otherwise remain unclaimed (including money held on deposit in a special account as hereinbefore provided) for a period of six years from the Company at no charge upon written request. This summary description of the Rights does not purport to date specified for redemption shall be complete and is qualified in its entirety by reference forfeited to the Rights Agreement, which is incorporated herein by this referenceCorporation.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), or (ii) the Close of a public announcement that a person or group has become an Acquiring PersonBusiness on the Final Expiration Date, (the Board of Directors of "Redemption Period") cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 0.005 per Right 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"). The ; provided, however, that, if the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as or after the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurredthen such authorization shall require the concurrence of two thirds of the Directors. If, following the redemption right will be reinstated if the Acquiring Person disposes occurrence of a sufficient number Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Class A Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Class A Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two thirds of the Board, shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are metthereafter be subject to the provisions of this Section 23. The terms of Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company's right of redemption hereunder has expired. 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 holders Class A Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), as such period may be extended or shortened in the discretion of a public announcement that a person or group has become an Acquiring Person, the Board (the "Redemption Period") or (ii) the Close of Directors of Business on the Final Expiration Date, cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 per Right 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"). The ; provided, however, that, if the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors or a change in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If Period on or after the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flipthen such authorization shall require the concurrence of two-Over Event or certain Flip-In Events have not yet occurredthirds of the Board. If, following the redemption right will be reinstated if the Acquiring Person disposes occurrence of a sufficient number Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only 10Person is thereafter a Beneficial Owner of 20% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are metthereafter be subject to the provisions of this Section 23. The terms of Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 of the holders Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Distribution Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), as such period may be extended or shortened in the discretion of a public announcement that a person or group has become an Acquiring Person, the Board (the "Redemption Period") or (ii) the Close of Directors of Business on the Final Expiration Date, cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .005 per Right Right, as such amount may be appropriately adjusted to reflect any share split, share distribution or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The ; provided, however, that, if the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as or a change in the Board of Directors Redemption Period in its sole discretion may establish. Immediately upon any redemption either of the Rightscircumstances set forth in clauses (i) and (ii) below, then there must be Continuing Trustees then in office and such authorization shall require the right to exercise concurrence of a majority of such Continuing Trustees: (i) such authorization occurs on or after the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but or (ii) such authorization occurs during the 180-day period from the date of a Flip-Over Event change (resulting from a proxy or certain Flip-In Events have not yet occurredconsent solicitation effected in compliance with applicable law and regulations) in a majority of the Trustees in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or if a majority of the Trustees in office at the commencement of such solicitation has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, the redemption right will be reinstated if the or may consider taking, any action which would result in such Person becoming an Acquiring Person disposes or which would cause the occurrence of a sufficient number Triggering Event unless, concurrently with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding Common Shares not beneficially owned by such Person (or by its Affiliates or Associates). If, following the occurrence of a Share Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares so 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 then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (with the concurrence of a majority of the Continuing Trustees) shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are metthereafter be subject to the provisions of this Section 23. The terms of Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 of the holders Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (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 day following (10/th/) Business Day after the Share Acquisition Date, and (ii) the Final Expiration Date, 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 (such redemption price being hereinafter called the "Redemption Price"); provided, however, that if the Board of Directors of ----------------- the Company shall authorize the redemption of the Rights in the circumstances set forth in clause (i) or (ii) below, then there must be Disinterested Directors in office and such authorization shall require the concurrence of a majority of such Disinterested Directors: (i) such authorization occurs on or after the date a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a public announcement change (resulting from a solicitation of either proxies or one or more shareholder written consents) in a majority of the directors in office at the commencement of such solicitation if any Person who shall be a participant in the solicitation of such proxies or consents has stated (or, if upon the commencement of any such solicitation, a majority of the Board of Directors of the Company shall determine in good faith) that a person such Person (or group has become any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring PersonPerson or which would cause the occurrence of an Adjustment Event. In considering whether to redeem the Rights, the Board of Directors of the Company may redeem consider (x) the Rights effects on the Company's employees, suppliers, creditors and customers; (y) the effects on the communities in wholewhich the Company operates; and (z) the long-term and short-term interests of the Company and its shareholders, but including the possibility that such interests may be best served by the continued independence of the Company and any other pertinent factors, whether or not they are enumerated in part, at a price the Company's Articles of $.01 per Right (the "Redemption Price")Incorporation then in effect. The redemption of the Rights by such Board of Directors may be made effective at such time, on such basis and with such conditions as the such Board of Directors in its sole discretion may establish. Immediately upon any In addition to the right of redemption reserved in the first sentence of this subsection (a), if there are Disinterested Directors then in office, such Board of Directors may redeem, with the concurrence of a majority of such Disinterested Directors, all, but not less than all, of the Rightsthen outstanding Rights at the Redemption Price after the occurrence of a Share Acquisition Date, but prior to the right to exercise the Rights will terminate and the only right occurrence of any transaction of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because kind described in Section 13(a), if either (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient such number of shares of Common Stock of the Company's Common Shares so that , in one transaction or a series of transactions not directly or indirectly involving the Company or any of its Subsidiaries or the occurrence of any transaction of the kind described in Section 13(a), as shall result in such person then owns only Person thereafter being a Beneficial Owner of ten percent (10% %) or less of the outstanding Company's shares of Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Stock of the Company, includingand after such transfer or other disposition there are no other Acquiring Persons, without limitationor (ii) in connection with any transaction of the kind described in Section 13(a) in which all holders of the shares of Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with any such Acquiring Person, Affiliate or Associate. Notwithstanding any other provision of this Agreement, 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 to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption hereunder has expired.

Redemption. At The Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of a public announcement that a person or group has become an Acquiring Person, such redemption being referred to herein as the Board of Directors "Redemption Date") all but not less than all of the Company may redeem the then outstanding Rights in whole, but not in part, at a redemption price of $.01 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption) or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), as such period may be extended or shortened in the discretion of a public announcement that a person or group has become an Acquiring Person, the Board of Directors (the "Redemption Period") or (ii) the Close of Business on the Final Expiration Date, cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .001 per Right 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"). The ; PROVIDED, HOWEVER, that, if the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors or a change in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If Period on or after the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, then there must be Continuing Directors then in office and such authorization shall require the redemption right will be reinstated if the Acquiring Person disposes concurrence of a sufficient number majority of such Continuing Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (with the concurrence of a majority of the Continuing Directors) shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are metthereafter be subject to the provisions of this Section 23. The terms of Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 of the holders Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to the tenth calendar day following earliest to occur of (i) the date on which an Automatic Redemption Event (as defined below) occurs pursuant to paragraph (c) of this Section 23, (ii) the close of business on the twentieth day after the Stock Acquisition Date or (iii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereafter referred to as the "Redemption Price"). (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the Rights will terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Within ten business days after the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, 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 Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. (c) Notwithstanding anything contained in this Agreement to the contrary, in the event that an Automatic Redemption Event occurs at any time prior to the earliest to occur of (i) the date on which the Board of Directors of the Company authorizes redemption of the Rights pursuant to paragraph (a) of this Section 23, (ii) the close of business on the twentieth day after the Stock Acquisition Date or (iii) the Final Expiration Date, then effective immediately upon the occurrence of such Automatic Redemption Event, by action of the Board of Directors of the Company taken to approve the inclusion of this paragraph (c) in Section 23 of the Agreement and without any further action on the part of or notice from the Board of Directors of the Company, the Rights shall be redeemed and shall terminate, and thereafter, the only right of the holders of Rights shall be to receive the Redemption Price. Each of the following shall be an "Automatic Redemption Event": (A) any Person (other than the Company or any of its subsidiaries or any employee benefit plan of the Company or of any subsidiary of the Company or any Person appointed as trustee by the Company or such subsidiary pursuant to the terms of any such plan in such Person's capacity as trustee) becomes the Beneficial Owner of securities of the Company which in the aggregate represent 14% or more of the Voting Power; (B) any Person (other than the Company or any of its subsidiaries or any employee benefit plan of the Company or of any subsidiary of the Company or any Person appointed as trustee by the Company or such subsidiary pursuant to the terms of any such plan in such Person's capacity as trustee) commences, or publicly announces its intent to commence, a tender or exchange offer if upon consummation thereof such Person, together with all Affiliates and Associates of such Person, would be the Beneficial Owner of securities of the Company which in the aggregate represent 15% or more of the Voting Power; (C) any Person makes by public announcement or by written communication that is or becomes the subject of a public announcement, or publicly announces its intent to make, a bona fide proposal to the Company or its stockholders for (1) a merger, consolidation or similar transaction involving the Company or any of its subsidiaries, (2) a purchase or other acquisition of all or a substantial portion of the assets or deposits of the Company and its Subsidiaries or (3) a purchase or other acquisition of securities representing 15% or more of the Voting Power (any transaction of the type described in clauses (1), (2) or (3) of this paragraph (C), an "Acquisition Transaction"); or (D) any Person files an application or notice with the Board of Governors of the Federal Reserve System, or any other federal or state banking regulatory authority, which application or notice seeks approval to engage in any transaction constituting an Acquisition Transaction. (d) Within ten business days after the Company becomes aware of the occurrence of an Automatic Redemption Event, the Company shall give notice of the redemption of the Rights 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. (e) Notwithstanding the provisions of Section 23(a) hereof, if, within 270 days of a public announcement that by a person third party of an intent or group has proposal to engage (without the current and continuing concurrence of the Board of Directors of the Company) in a transaction involving an acquisition of or business combination with the Company or otherwise to become an Acquiring Person, there is an election of Directors (whether at one or more stockholder meetings and/or pursuant to written stockholder consent) resulting in a majority of the Board of Directors of the Company being comprised of persons who were not nominated by the Board of Directors of the Company in office immediately prior to such election, then following the effectiveness of such election for a period of 180 days (the "Special Period") the Rights, if otherwise then redeemable absent the provisions of this paragraph (c), shall be redeemable upon either of the following conditions being satisfied, but not otherwise: (A) by a vote of a majority of the Directors then in office, provided that (I) before such vote, the Board of Directors of the Company may redeem shall have implemented the Rights Value Enhancement Procedures (as defined below) and (II) promptly after such vote, the Company publicly announces such vote and (a) the manner in wholewhich the Value Enhancement Procedures were implemented, but not (b) any material financial, business, personal or other benefit or relationship (an "Interest") which each Director and each Affiliate of such Director (identifying each Director and Affiliate separately in partrelation to each such Interest) has in connection with any suggested, at proposed or pending transaction with or involving the Company (a price of $.01 per Right (the "Redemption PriceTransaction"). The , or with any other party or Affiliate of any other party to a Transaction, where such Transaction would or might, or is intended to, be permitted or facilitated by redemption of the Rights may be made effective at (an "Affected Transaction"), other than treatment as a stockholder on a pro rata basis with other stockholders or pursuant to compensation arrangements as a director or employee of the Company or a subsidiary which have been previously disclosed by the Company, (c) the individual vote of each Director on the motion to redeem the Rights, and (d) the statement of any Director who voted for or against the motion to redeem the Rights and desires to have a statement included in such timeannouncement, on or (B) if clause (A) is not applicable, by a vote of a majority of the Directors then in office, provided that (I) if there is a challenge to the Directors' action approving redemption and/or any related Affected Transaction as a breach of the fiduciary duty of care or loyalty, the Directors, solely for purposes of determining the effectiveness of such basis redemption pursuant to this clause (B), are able to establish the entire fairness of such redemption and, if applicable, such related Affected Transaction, and with such conditions as (II) the Company shall have publicly announced the vote of the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the RightsCompany approving such redemption and, if applicable, such related Affected Transaction, which announcement shall set forth the right to exercise information prescribed by clauses (A) (II) (b), (c) and (d) above. "Value Enhancement Procedures" shall mean: (1) the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended selection by the Board of Directors of the Company without of an independent financial advisor (the consent "Independent Advisor") from among financial advisors which have national standing, have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any Affiliate of any such party or of any Director (other than the Company and its subsidiaries); (2) whether or not there is a then-pending Affected Transaction, the receipt by the Board of Directors of the holders Company from its Independent Advisor of (a) such advisor's view (expressed in such form and subject to such qualifications and limitations as the Independent Advisor deems appropriate) regarding whether redemption of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect Rights will serve the best interests of the holders Company and its stockholders or (b) such advisor's statement that it is unable to express such a view, setting forth the reasons therefor; (3) if there is a then-pending Affected Transaction, (A) the establishment and implementation by the Board of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Directors of the Company, includingwith the advice of its Independent Advisor, without limitationof a process and procedures which the Board of Directors of the Company and such advisor conclude would be most likely to result in the best value reasonably available to stockholders (regardless of whether such Affected Transaction involves a "sale of control" or "break-up" of the Company for Delaware law purposes), (B) the Board of Directors of the Company (I) receiving the opinion of its Independent Advisor, in customary form and content for transactions of the type involved, that the Affected Transaction is fair to the Company's stockholders from a financial point of view and (II) determining, and the Independent Advisor confirming, that it has no reason to believe that a superior transaction is reasonably available for the benefit of the Company's stockholders, and (C) the execution of a definitive transaction agreement and other definitive documentation necessary to effect the Affected Transaction. (f) Any notice of redemption which is mailed in the manner provided in this Section 23 shall be deemed given, whether or not the holder receives the notice. Such notice of redemption shall 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 and other than in connection with the purchase or repurchase by any of them of Common Stock prior to the Distribution Date. Moreover, notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a transaction set forth in Section 11(a) (ii) hereof until such time as the Company's right to vote or to receive dividendsof redemption hereunder has expired. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference3.

Redemption. At (a) (i) After the initial Dividend Period, subject to the provisions of this Section 3 and to the extent permitted under the 1940 Act and Maryland law, the Corporation may, at its option, redeem in whole or in part out of funds legally available therefor shares of any time series of ATP herein designated as (A) having a Dividend Period of one year or less, on the Business Day after the last day of such Dividend Period by delivering a notice of redemption not less than 15 days and not more than 40 days prior to such redemption, at a redemption price per share equal to $50,000, plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to the date fixed for redemption, or (B) having a Dividend Period of more than one year, on any Business Day prior to the tenth calendar day following end of the relevant Dividend Period by delivering a notice of redemption not less than 15 days and not more than 40 days prior to the date of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in partfixed for such redemption, at a redemption price of per share equal to $.01 per Right 50,000, plus an amount equal to accumulated but unpaid dividends thereon (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant whether or not earned or declared) to the Rights Agreement has expired because date fixed for redemption, plus a person or group has become an Acquiring Personredemption premium, but a Flip-Over Event or certain Flip-In Events have not yet occurredif any, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended determined by the Board of Directors after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions at the time of the Company without designation of such Dividend Period as set forth in Section 4 of these Articles Supplementary; provided, however, that during a Dividend Period of more than one year no shares of ATP will be subject to optional redemption except in accordance with any Specific Redemption Provisions approved by the consent Board of Directors after consultation with the Broker-Dealers at the time of the holders designation of such Dividend Period. Notwithstanding the foregoing, the Corporation shall not give a notice of or effect any redemption pursuant to this Section 3(a)(i) unless, on the date on which the Corporation intends to give such notice and on the date of redemption (a) the Corporation has available certain Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a value not less than the amount (including any applicable premium) due to Holders of ATP by reason of the Rightsredemption of such ATP on such date fixed for the redemption and (b) the Corporation would have Eligible Assets with an aggregate Discounted Value at least equal the ATP Basic Maintenance Amount immediately subsequent to such redemption, except if such redemption were to occur on such date, it being understood that from the provisions of paragraph (d) of this Section 3 shall be applicable in such circumstances in the event the Corporation makes the deposit and after such time as any person becomes an Acquiring Person no such amendment may adversely affect takes the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceother action required thereby.

Redemption. At The Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of a public announcement that a person or group has become an Acquiring Person, such redemption being referred to herein as the Board of Directors "Redemption Date") all but not less than all of the Company may redeem the then outstanding Rights in whole, but not in part, at a redemption price of $.01 0.01 per Right 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"). The ; provided, however, that any redemption after the Stock Acquisition Date must be authorized by a majority of the Rights may be made effective at such timeentire Board; provided further, on such basis however, that if, following the occurrence of a Stock Acquisition Date and with such conditions as following the Board of Directors in its sole discretion may establish. Immediately upon any redemption expiration of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be redemption hereunder but prior to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because any Triggering Event, (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company's Common Shares so Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only 10Person is thereafter a Beneficial Owner of 20% or less of the outstanding Company's shares of Common Shares Stock, and if certain (ii) there are not other conditions are met. The terms Persons, immediately following the occurrence of the Rights may event described in clause (i), who are Acquiring Persons, then the right of redemption shall be amended by reinstated and thereafter be subject to the Board provisions of Directors of this Section 23. Notwithstanding anything contained in this Agreement to the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercisedcontrary, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does shall not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.exercisable after the

Redemption. At (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day Business Day following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date (the “Redemption Period”), (x) cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”) or (y) amend this Agreement to change the Final Expiration Date to another date, including without limitation an earlier date; provided, however, that, if the Board of Directors authorizes redemption of the Rights on or after the time a public announcement that a person or group has become Person becomes an Acquiring Person, then such authorization shall require the Board concurrence of Directors two-thirds of the Company may redeem authorized number of members of the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights in whole, but shall not in part, at be exercisable after the first occurrence of a price Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of $.01 per Right (the "Redemption Price")redemption hereunder has expired. The redemption of the Rights or amendment of this Agreement to change the Final Expiration Date by the Board of Directors pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price of the RightsCommon Shares at the time of redemption, the right to exercise the Rights will terminate and the only right as defined in Section 11(d)(i) hereof) or any other form of the holders of Rights will be to receive the Redemption Price. If consideration deemed appropriate by the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At (a) The Company may, at its option, on any time prior to the tenth calendar day following the date Interest Payment Date on or after March 15, 2027, redeem this Subordinated Note, in whole or in part, without premium or penalty, but in all cases in a principal amount with integral multiples of a public announcement that a person or group has become an Acquiring Person$1,000. In addition, the Board of Directors of the Company may redeem the Rights redeem, in whole, whole but not in part, the Subordinated Notes at any time upon the occurrence of a price of $.01 per Right Tier 2 Capital Event, Tax Event or an Investment Company Event (as defined in the "Redemption Price"Indenture). The Any redemption of this Subordinated Note shall be subject to the Rights may prior approval of the Federal Reserve Board (or its designee) or any successor agency, or any bank regulatory agency, to the extent such approval shall then be made effective required by law, regulation or policy. This Subordinated Note is not subject to redemption at such time, on such basis and the option of the Holder. The Redemption Price with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon respect to any redemption permitted under this Indenture will be equal to 100% of the Rightsprincipal amount of this Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest and Additional Interest, if any, thereon to, but excluding, the right Redemption Date. If all or any portion of the Subordinated Notes ceases to exercise be deemed to be Tier 2 Capital, other than due to the Rights limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Stated Maturity of the Subordinated Notes, the Company will terminate immediately notify the Trustee, the Guarantor and the only right Holders, and thereafter the Company shall request, subject to the terms hereof, that the Trustee, the Guarantor and the Holders execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the holders of Rights will be obligations evidenced by the Subordinated Notes to receive qualify as Tier 2 Capital; provided, however, that the Redemption Price. If foregoing shall not limit the Board of Directors' ability Company’s right to redeem the Rights Subordinated Notes pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by Subordinated Notes and the Board Indenture, including upon the occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceTier 2 Capital Event.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), or (ii) the Close of a public announcement that a person or group has become an Acquiring PersonBusiness on the Final Expiration Date, (the Board of Directors of "Redemption Period") cause ----------------- the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that, if the Board -------- ------- authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Rights, Common Stock at the right to exercise the Rights will terminate and the only right time of the holders redemption) or any other form of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (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 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 and publicly announced by the Company), or (ii) the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all of the then outstanding Rights at a redemption price of $.01 per Right 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"). The redemption ; provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be redemption hereunder but prior to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because any Triggering Event, (i) a person or group has become who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company's Common Shares so , or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only 10% Person is thereafter a Beneficial Owner of twenty percent (20%) or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption herein shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not occur and the Rights shall not be exercisable until such time as the Company's Common Shares and if certain other conditions are metright of redemption hereunder has expired. The terms 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 Rights may be amended Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceDirectors.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .001 per Right Right, appropriately adjusted to reflect any stock split or similar transaction (other than a stock dividend) occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any If redemption of the RightsRights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price 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. 55 (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to paragraph (a) of this Section 23), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors' ability to redeem Directors ordering the redemption of the Rights or, if later, the effectiveness of the redemption of the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurredparagraph (a) of this Section 23, the Company shall mail a notice of redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, except that from (ii) depositing with a bank or trust company having a capital and after surplus of at least $100,000,000, funds necessary for such time as any person becomes an Acquiring Person no such amendment may adversely affect redemption, in trust, to be applied to the interests redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price to the registered holders of the Rights. Until a Right is exercised; then, the holder thereofand upon such action, as such, will have no rights as a shareholder of all outstanding Rights Certificates shall be null and void without further action by the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for 56 value any Rights at no charge upon written request. This summary description any time in any manner other than that specifically set forth in this Section 23, in Section 24 hereof, or in connection with the purchase of the Rights does not purport to be complete and is qualified in its entirety by reference Common Shares prior to the Rights Agreement, which is incorporated herein by this referenceDistribution Date.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), as such period may be extended or shortened in the discretion of a public announcement that a person or group has become an Acquiring Person, the Board (the "Redemption Period") or (ii) the Close of Directors of Business on the Final Expiration Date, cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .005 per Right 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"). The ; provided, however, that, if -------- ------- the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors or a change in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If Period on or after the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flipthen such authorization shall require the concurrence of two-Over Event or certain Flip-In Events have not yet occurredthirds of the Board. If, following the redemption right will be reinstated if the Acquiring Person disposes occurrence of a sufficient number Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are met. The terms of the Rights may thereafter be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference subject to the Rights Agreement, which is incorporated herein by this reference.provisions of this

Redemption. At The Corporation may, upon giving notice as hereinafter provided, redeem, at any time prior or from time to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Persontime, the Board of Directors whole or any part of the Company may redeem then outstanding Class D preferred shares, on payment for each share to be redeemed of the Rights Class D Preferred Amount per Share together with all declared but unpaid dividends thereon (in wholethis Article 7 collectively, but not in part, at a price of $.01 per Right (the "Redemption Price"). The In the event of a redemption or part only of the then outstanding Class D preferred shares, such redemption shall be effected pro rata among the holders thereof provided, that, with the prior written consent of all the holders thereof, such redemption may be effected selectively among the holders thereof such that, for greater certainty, the Class D preferred shares, of one or more holders thereof may be redeemed without the Class D preferred shares of other holders thereof being redeemed concurrently therewith or at all. In the case of such redemption of Class D preferred shares, the Rights Corporation shall communicate to each person (whose or part of whose Class D preferred shares are to be redeemed) who at the date of such communication is a registered owner of the Class D preferred shares to be redeemed, a notice in writing (in this Article 7, the "Redemption Notice") of the intention of the Corporation to redeem such Class D preferred shares, and the date specified for redemption (in this Article 7, the "Redemption Date"). The Redemption Notice shall be communicated to each such person at such person's address as the same appears on the books of the Corporation, in the manner provided for in clause 8.2 hereof. Accidental failure or omission to communicate the Redemption Notice to one or more holders shall not affect the validity of such redemption but upon such failure or omission being discovered, the Redemption Notice shall be forthwith communicated to such holder or holders and shall have the same force and effect as if given in due time. The Redemption Notice shall set out the Redemption Price and the Redemption Date and, if part only of the Class D preferred shares held by the person to whom such Redemption Notice is addressed is to be redeemed, the number thereof so to be redeemed. On or after the Redemption Date, the Corporation shall pay or cause to be paid, in the manner herein provided for, to or to the order of the registered holders of the Class D preferred shares so to be redeemed, the Redemption Price in respect thereof, on presentation and surrender at the registered office of the Corporation, or any other place designated in the Redemption Notice, of the share certificate or certificates representing the Class D preferred shares so called for redemption. Such payment may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption by cheque or draft of the Rights, the right to exercise the Rights will terminate and the only right Corporation payable at par at any branch of the holders of Rights will be to receive Corporation's banker for the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Persontime being in Canada or, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without with the consent of the registered holder thereof, the Corporation may deliver a note evidencing the obligation of the Corporation to the registered holder in the amount of the Redemption Price payable on demand, with interest after demand only at the Demand Interest Rate or, with the consent of the registered holder thereof, by any other means. If a part only of the shares represented by any share certificate is redeemed a new share certificate for the balance thereof shall be issued at the expense of the Corporation. The Corporation shall have the right, at any time after the communication of the Redemption Notice, to deposit the aggregate Redemption Price for the Class D preferred shares so called for redemption, or of such of the Class D preferred shares which are represented by certificates which have not, at the date of such deposit, been surrendered by the holders thereof in connection with such redemption, to a special account in any chartered bank or any trust company in Canada named in the Redemption Notice, to be paid on or after the Redemption Date without interest to or to the order of the respective holders of the RightsClass D preferred shares called for redemption upon presentation and surrender to such bank or trust company of the share certificate or certificates representing such shares. Upon such deposit being made or upon the Redemption Date, except that from whichever is the later, the Class D preferred shares in respect of which such deposit shall have been made shall be deemed to be redeemed and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests rights of the holders thereof shall be limited to receiving, without interest, their proportionate part of the Rightsaggregate Redemption Price so deposited upon presentation and surrender of the said share certificate or certificates held by them respectively. Until a Right is exercisedAny interest allowed on any such deposits shall belong to the Corporation. From and after the date specified for redemption in the Redemption Notice, the holder thereof, as such, will have no rights as a shareholder Class D preferred shares called for redemption shall cease to be entitled to exercise any of the Company, including, without limitation, the right to vote or to receive dividends. A copy rights of shareholders in respect of such shares unless payment of the Rights Agreement is available from Redemption Price in respect thereof shall not be made, in the Company at no charge manner herein provided for, upon written request. This summary description presentation and surrender of the Rights does share certificate or certificates in accordance with the foregoing provisions, in which case the rights of the holders thereof shall remain unaffected. Redemption proceeds that are represented by a cheque which has not purport to be complete and is qualified in its entirety by reference been presented to the Rights Agreement, which is incorporated herein by this referenceCorporation's banker for payment or that otherwise remain unclaimed (including money held on deposit in a special account as hereinbefore provided) for a period of six years from the. date specified for redemption shall be forfeited to the Corporation.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (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 after the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date) or such later date as a majority of the Continuing Directors then in office may determine or (ii) the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .001 per Right 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 ; provided, however, that if, following the occurrence of a -------- ------- Stock Acquisition Date and following the expiration of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be redemption hereunder but prior to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because any Triggering Event, (x) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction, or series of transactions, not directly or indirectly involving the Company's Common Shares so Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only is thereafter a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares Stock, and if certain (y) there are no other conditions are met. The terms Persons, immediately following the occurrence of the Rights may event described in clause (x), who are Acquiring Persons, then the right of redemption shall be amended by reinstated and thereafter be subject to the provisions of this Section 23; provided further, however, if the Board of Directors of the -------- ------- ------- Company without the consent authorizes redemption of the holders Rights at 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. Notwithstanding anything in this Agreement to the Rightscontrary, except that from and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the 's right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption hereunder has expired.

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to 5:00 P.M., Detroit time, on the earlier of (x) the tenth calendar business day following the Shares Acquisition Date, or (y) the Final Expiration Date, 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 of a public announcement hereof (such redemption price being hereinafter referred to as the "Redemption Price"), provided, however, that a person if such redemption occurs on or group has become an Acquiring Person, after the Shares Acquisition Date the Board of Directors of the Company may shall be entitled to so redeem the Rights in whole, but not in part, at only if Continuing Directors constitute a price majority of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any at the time of such redemption and such redemption is approved by a majority of the RightsContinuing Directors; provided, further, however, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to exercise the Rights will terminate and the only right any Triggering Event, each of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because following shall have occurred and remain in effect: (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in a transaction, or series of transactions, which did not result in the Company's Common Shares so occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares and if certain Stock, (ii) there are no other conditions are met. The terms Persons, immediately following the occurrence of the Rights may be amended by event described in clause (i), who are Acquiring Persons, and (iii) the Board transfer or other disposition described in clause (i) above was other than pursuant to a transaction, or series of Directors of transactions, which directly or indirectly involved the Company without or any of its Subsidiaries; then the consent right of redemption shall be reinstated and thereafter be subject to the holders provisions of this Section 23. Notwithstanding anything contained in this Agreement to the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercisedcontrary, the holder thereof, as such, will have no rights as a shareholder Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to the expiration of the Company, including, 's right of redemption pursuant to this Section 23(a) without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference regard to the Rights Agreement, which is incorporated herein by this referencelast proviso.

Redemption. (a) At any time, or from time prior to time, after April 19, 2001, and after such time as the closing price of the corporation's common stock as quoted on the New York Stock Exchange or the Nasdaq National Market equals or exceeds, for fifteen (15) consecutive trading days, one hundred thirty percent (130%) of the initial trading price of the corporation's common stock immediately following the initial public offering of the corporation, the corporation shall have the option, exercisable upon the expiration of the fifteen (15) day period after written notice delivered to the tenth calendar day following the date holders of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right Series A Preferred Stock by hand (the "Corporate Redemption Date") to the holders of the Series A Preferred Stock, to redeem all or any portion of the Series A Preferred Stock specified in such notice by paying in cash therefor a sum per share equal to the Original Series A Issue Price per share of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like) plus all accrued but unpaid dividends on such share (the "Series A Redemption Price"). The redemption of the Rights may be made effective at such At any time, on such basis and with such conditions as or from time to time, after April 19, 2006, but within ninety (90) days after the Board receipt by this corporation of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of a written request from the holders of Rights will not less than a majority of the then outstanding shares of Series A Preferred Stock that all or, if less than all, a specified percentage of such holders' shares of Series A Preferred Stock be redeemed ("Optional Redemption Request"), and concurrently with surrender by such holders of the certificates representing such shares, this corporation shall, to receive the extent it may lawfully do so, redeem in full (referred to herein as an "Optional Redemption Date") the shares specified in such request by paying in cash therefor the Series A Redemption Price. If the Board corporation receives an Optional Redemption Request, it will, within fifteen (15) days of Directors' ability receipt, provide written notice to redeem each holder of Series A Preferred Stock who did not submit such request of its receipt thereof and will offer all such holders the Rights opportunity to direct that their shares be redeemed concurrently with the redemption pursuant to the Rights Agreement has expired because a person or group has become Optional Redemption Request. On April 19, 2010, this corporation shall, to the extent it may lawfully do so, redeem all outstanding Series A Preferred Stock for an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurredamount equal to the Series A Redemption Price on that date (the "Mandatory Redemption Date"). The Corporate Redemption Date, the Optional Redemption Date and the Mandatory Redemption Date are referred to collectively herein as the "Redemption Date"). Any redemption right will of Series A Preferred Stock effected pursuant to this subsection 5(a) shall be reinstated if the Acquiring Person disposes of made on a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of pro rata basis among the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect Series A Preferred Stock in proportion to the interests number of the holders shares of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. Series A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport Preferred Stock proposed to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredeemed from such holders.

Redemption. At Any series of the Preferred Stock may be redeemed, in whole or in part, out of funds legally available therefor, at the option of the Corporation by vote of its Board of Directors, at any time or from time to time, at the redemption price equal to $21.95 per share, plus an amount equal to all dividends declared but unpaid at the date fixed for redemption (such price, plus such dividend, is hereafter referred to as the "redemption price"). In case of the redemption of only a part of any series of the outstanding Preferred Stock, this Corporation shall designate by lot the shares to be redeemed or shall effect such redemption pro rata. Not more than 60 days, but at least 20 days prior to the tenth calendar day following date fixed for redemption, a written notice shall be mailed to each holder of record of Series K Preferred Stock to be redeemed, by certified mail with postage prepaid, addressed to each holder at his address as shown on the records of the Corporation (a) notifying each holder of the election of the Corporation to redeem such shares, (b) stating the date fixed for redemption thereof, (c) setting forth the redemption price and (d) stating the place at which each holder may obtain payment of the redemption price upon surrender of his share certificates. On or after the date fixed in such notice of redemption, each holder of Series K Preferred Stock to be redeemed shall present and surrender his certificate or certificates representing such stock to this Corporation at a place designated in such notice and thereupon the redemption price of such shares shall be paid to or on the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In case less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the date fixed in any such notice as the date of a public announcement that a person or group has become an Acquiring Personredemption, unless default is made in the Board of Directors payment of the Company may redeem the Rights in wholeredemption price, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption all rights of the Rights may be made effective at such time, on such basis and with such conditions holders thereof as the Board of Directors in its sole discretion may establish. Immediately upon any redemption stockholders of the RightsCorporation, except the right to exercise receive the Rights will terminate redemption price, shall cease, and such shares shall not thereafter be transferred on the only right books of the holders Corporation, and such stock shall not be deemed to be outstanding for any purpose whatsoever. The Corporation may at its option at any time after such notice of Rights will be redemption has been given, deposit a sum sufficient to receive redeem, on the Redemption Price. If the Board date fixed for redemption shares of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring PersonSeries K Preferred Stock called for redemption, but a Flip-Over Event or certain Flip-In Events have and not yet occurredredeemed with a bank or trust company in the United States, as a trust fund for the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number benefit of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the respective holders of the Rightsshares designated for redemption, except that and such deposit, from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests date fixed for redemption, shall constitute full payment of the holders redemption price of the Rights. Until a Right is exercised, shares to the holder thereof, as such, will have holders thereof and shall be conclusive evidence that no rights as a shareholder default shall be made in the payment of the Company, including, without limitation, the right redemption price as to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referencesuch shares.

Redemption. At 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 time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the other manner. The Board of Directors of the Company may may, at its option, at any time prior to the earlier of such time as any Person becoming an Acquiring Person or the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right 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 in Common Shares (based on the "current per-share market price," as such term is defined in Section 11(d) hereof, of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to the expiration or termination of the Company's right of redemption under this Section 23(b)(i). In addition, the Board of Directors of the Company may, at its option, at any time after the time a Person becomes an Acquiring Person and the expiration of any period during which the holder of Rights may exercise the rights under Section 11(a)(ii) hereof but prior to any event described in clause (x), (y) or (z) of the first sentence of Section 13 hereof, redeem all but not less than all of the then outstanding Rights at the Redemption Price (x) in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) in which all holders of Common Shares are treated alike and not involving (other than as a holder of Common Shares being treated like all other such holders) an Interested Stockholder or a Transaction Person or (y)(A) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 15% or more of the then outstanding Common Shares, and (B) at the time of redemption no other Persons are Acquiring Persons. Immediately upon any 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 will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors' ability to redeem Directors ordering the redemption of the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurredSection 23(b) hereof, the Company shall mail a notice of redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of to all the holders of the Rightsthen outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, except prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares, provided, however, that from and after failure to give, or any defect in, any such time as any person becomes an Acquiring Person no such amendment may adversely notice shall not affect the interests validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time 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. The Company may, at its option, 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 to the registered holders of the Rights. Until a Right is exercised, Rights at their last addresses as they appear on the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy registry books of the Rights Agreement is available from Agent or, prior to the Company at no charge upon written request. This summary description Distribution Date, on the registry books of the Rights does not purport to transfer agent for the Common Shares, and upon such action, all outstanding Right Certificates shall be complete null and is qualified in its entirety void without any further action by reference to the Rights Agreement, which is incorporated herein by this referenceCompany.

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth calendar day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right, as such amount may be appropriately adjusted, as determined by the Board of Directors, to reflect any transaction of the kind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date of a public announcement that a person or group has become an Acquiring Personhereof (such redemption price being hereinafter referred to as the "Redemption Price"). In considering whether to redeem the Rights, the Board of Directors of the Company may redeem consider the best long-term and short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in whole, but not in part, at a price which offices or other establishments of $.01 per Right (the "Redemption Price")Company or any Subsidiary of the Company are located and all other pertinent factors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the such Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, In addition to the right to exercise of redemption reserved in the Rights will terminate and the only right first sentence of the holders of Rights will be to receive the Redemption Price. If this subsection (a), the Board of Directors' ability to Directors may redeem all, but not less than all, of the then outstanding Rights pursuant at the Redemption Price after the occurrence of a Share Acquisition Date, but prior to the Rights Agreement has expired because occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), if either (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company's Common Shares so that Company or any of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), as shall result in such person then owns only Person thereafter being a Beneficial Owner of 10% or less of the outstanding Company's shares of Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder Stock of the Company, includingand after such transfer or other disposition there are no other Acquiring Persons, without limitationor (ii) in connection with any transaction of the kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with such Acquiring Person, Affiliate or Associate. Notwithstanding any other provision of this Agreement, the Rights shall not be exercisable after the first occurrence of an event specified in Section 11(a)(ii) until such time as the Company's right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption hereunder has expired.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 per Right 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 basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. (b) Immediately upon any 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 will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the Board failure to give, or any defect in, any such notice shall not affect the validity of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes such redemption. Within 10 days after such action of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without ordering the consent redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the Rights, except that from and after such time then outstanding Rights at their last addresses as any person becomes an Acquiring Person no such amendment may adversely affect they appear upon the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy registry books of the Rights Agreement Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is available from mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at no charge upon written request. This summary description 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 the Rights does not purport to be complete and is qualified in its entirety by reference Common Shares prior to the Rights Agreement, which is incorporated herein by this referenceDistribution Date. Section 24.

Redemption. At any time prior (a) The Corporation (i) shall on each date (a "MANDATORY REDEMPTION DATE") on which Net Proceeds (as defined below) are received by the Development LLC (as defined below), whether or not such Net Proceeds are made available to the tenth calendar day following Corporation and (ii) may on any date (an "OPTIONAL REDEMPTION DATE" and each Mandatory Redemption Date and Optional Redemption Date are herein called a "REDEMPTION DATE") (unless notice of conversion shall have been previously given) redeem (to the date of a public announcement extent that a person or group has become an Acquiring Person, the Board of Directors such redemption shall not violate any applicable provisions of the Company may redeem laws of the Rights State of Maryland or result in wholea failure of the Corporation to qualify as a real estate investment trust under the provisions of Sections 856 through 858 of the Internal Revenue Code of 1986, but not in part, as amended (after taking into account the ability of the Corporation to borrow funds or raise capital to effect the redemption)) at a price equal to the Liquidation Preference per share (subject to adjustment in the event of $.01 per Right any share dividend, share split, share distribution or combination with respect to such shares), plus an amount equal to any dividends accrued but unpaid thereon (such amount is hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The redemption , (x) in the case of the Rights clause (i) above, such maximum number of whole shares of Series __ Preferred Shares as may be made effective redeemed at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If Price with the Board Net Proceeds and (y) in the case of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Personclause (ii) above, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient such number of the Company's Common whole shares of Series __ Preferred Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended as determined by the Board of Directors Trustees. If the Corporation is unable at any Redemption Date to redeem any shares of the Company without Series ___ Preferred Shares then required to be redeemed because such redemption would violate the consent applicable laws of the holders State of Maryland or result in such failure to qualify as a real estate investment trust as aforesaid, then the Rights, except that from and after Corporation shall redeem such time shares as any person becomes an Acquiring Person no soon thereafter as redemption would not violate such amendment may adversely affect the interests of the holders of the Rightslaws. Until a Right is exercisedAs used herein, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.terms:

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may redeem may, at its option, at any time prior to 5:00 p.m, Eastern time, on the Rights in wholeearlier of (i) the tenth Business Day following the Shares Acquisition Date, subject to extension by the Board of Directors for a period of time up to, but not in partexceeding, ten additional days, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors; provided, however, if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant Notwithstanding anything in this Agreement to the Rights Agreement has expired because a person or group has become an Acquiring Personcontrary, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the no Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except exercised at any time that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from are subject to redemption in accordance with the Company at no charge upon written request. This summary description terms of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights this Agreement, which is incorporated herein by this reference.

Redemption. At (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 day (as such period may be extended pursuant to the provisions of Section 27 hereof) following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day (as such period may be extended pursuant to the provisions of Section 27 hereof) following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.0l 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"), such Redemption Price to be payable in cash, shares of a public announcement that a person Common Stock (based on the "current market price," as defined in Section 11 (d) hereof, of the Common Stock at the time of redemption) or group has become an Acquiring Personsuch other form of consideration as may be deemed appropriate by the Board of Directors of the Company; provided, however, if the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption either of the Rightscircumstances set forth in clauses (i) and (ii) below, such authorization shall require the right to exercise the Rights will terminate and the only right concurrence of a majority of the holders of Rights will be to receive the Redemption Price. If the entire Board of Directors' ability to redeem : (i) such authorization occurs on or after the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, (ii) such authorization occurs on or after the redemption right will be reinstated if the Acquiring Person disposes date of a sufficient number change (resulting from a proxy or consent solicitation) in a majority of the Company's Common Shares so that directors in office at the commencement of such person then owns only 10% or less solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the entire Board of Directors of the Company without the consent has determined in good faith) that such Person (or any of the holders of the Rightsits Affiliates or Associates) intends to take, except that from and after or may consider taking, any action which would result in such time as any person becomes Person becoming an Acquiring Person no such amendment may adversely affect or which would cause the interests occurrence of the holders of the Rights. Until a Right is exercisedany event described in Section 11(a)(ii) or in Section 13(a), the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote (b) or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference(c).

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to (i) the tenth calendar close of business on the earlier of the thirtieth day following the Stock Acquisition Date, or (ii) the Final Expiration Date, 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 of a public announcement that a person or group has become an Acquiring Personhereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, if the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The authorizes redemption of the Rights may in either of the circumstances set forth in clauses (i) and (ii) below, then there must be made effective Disinterested Directors then in office and such authorization shall require the concurrence of two- thirds of such Disinterested Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person; or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such timesolicitation if any Person who is a participant in such solicitation has stated (or, on if upon the commencement of such basis and with such conditions as solicitation, a majority of the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the RightsCompany has determined in good faith) that such Person (or any of such Person's Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of an event described in Section 11(a)(ii) or Section 13(a) hereof unless, concurrent with such solicitation, such Person (or one or more of such Person's Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding Common Stock not beneficially owned by such Person (or by such Person's Affiliates or Associates); PROVIDED FURTHER, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because any event described in Section 11(a)(ii) or Section 13(a) hereof, (i) a person or group has become Person who is an Acquiring Person, but a Flip-Over Event Person shall have transferred or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes otherwise disposed of a sufficient number of shares of Common Stock in one transaction or a series of transactions not directly or indirectly involving the Company's Common Shares so Company or any of its subsidiaries, which did not result in the occurrence of an event described in Section 11(a)(ii) or Section 13(a) hereof such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable following an adjustment made pursuant to Section 11(a)(ii) prior to the expiration of the Company's Common Shares and if certain other conditions are metright of redemption hereunder. The terms of the Rights may be amended by Neither the Board of Directors, the Disinterested Directors nor the Company shall have any liability to any Person as a result of the redemption of Rights pursuant to the terms hereof, other than the obligation of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a to pay $.01 per Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), as such period may be extended or shortened in the discretion of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of (the "Redemption Period") or (ii) the Final Expiration Date, cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .001 per Right 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"). The ; provided, however, that, if the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption either of the Rightscircumstances set forth in clauses (i) and (ii) below, then such authorization shall require the right to exercise the Rights will terminate and the only right concurrence of two-thirds of the holders of Rights will be to receive Board: (i) such authorization occurs on or after the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but or (ii) such authorization occurs on or after the date of a Flip-Over Event change (resulting from a proxy or certain Flip-In Events have not yet occurredconsent solicitation effected in compliance with applicable law and regulations) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if a majority of the redemption right will be reinstated if directors in office at the commencement of such solicitation has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person disposes or which would cause the occurrence of a sufficient number Triggering Event unless, concurrently with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates). If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (by a vote of two-thirds of the Board) shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are metthereafter be subject to the provisions of this Section 23. The terms of Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 of the holders Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.

Redemption. At any time prior to the tenth calendar day until ten (10) days following the Stock Acquisition Date or such later date as may be determined by action of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of then in office and publicly announced by the Company Corporation, the Corporation may redeem the Rights in whole, but not in part, at a price of $.01 0.01 per Right (the "Redemption Price"). The redemption Immediately upon the action of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any ordering redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If However, in the event that the Company receives a Qualified Offer, the rights may be redeemed by way of a stockholder action taken at a special meeting of stockholders called by the Board of Directors' ability to redeem Directors for the purpose of voting on a resolution accepting the Qualified Offer and authorizing the redemption of the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms provisions of the Rights Agreement. The special meeting must be held not less than ninety (90) and not more than one hundred twenty (120) days after the date the Qualified Offer is received. This 120-day deadline may be amended extended if required at that time to satisfy any then outstanding regulatory or information delivery requirements. Such an action by stockholders requires the affirmative vote of at least a majority of all outstanding shares of Common Stock entitled to vote as of the record date of the special meeting, and is effective immediately prior to the consummation of any Qualified Offer consummated within sixty (60) days after the special meeting. A "Qualified Offer" is a tender offer for all outstanding shares of Common Stock not already beneficially owned by the Board of Directors person making the Qualified Offer that meets all of the Company without following conditions: - the consent same per share price and consideration is offered for all shares of Common Stock, is at least eighty percent (80%) cash (and any non-cash portion is comprised of shares listed on a national exchange or the Nasdaq National Market System), and is to be paid upon consummation of the holders Qualified Offer; - the offering person has on hand cash or cash equivalents for the full amount necessary to consummate the Qualified Offer, or has all financing in the full amount necessary to consummate the Qualified Offer, and has entered into definitive financing agreements; - the offering person requests that the Corporation call a special meeting of stockholders to accept the Qualified Offer and to authorize the redemption of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests contains a written agreement of the holders person making the Qualified Offer to pay at least one-half (1/2) the Corporation's costs of such special meeting; - the Qualified Offer by its terms remains open for at least sixty (60) business days and at least fifteen (15) additional business days after any change in price or after any bona fide alternative offer for a higher consideration is made; - the Qualified Offer is accompanied by a written opinion of a nationally recognized investment banking firm, stating that the price to be paid to stockholders pursuant to the Qualified Offer is fair from a financial point of view to such stockholders and including any written presentation of such firm showing the analysis and range of values underlying such conclusion; - on or before the date the Qualified Offer is commenced, the offering person makes an irrevocable written commitment to the Corporation: - to acquire, within five (5) business days upon completion of the Rights. Until a Right Qualified Offer, all shares of Common Stock then not beneficially owned by such person at the same price, and for the same consideration, per share as paid in the Qualified Offer; - not to amend its offer to reduce the per share price, to change the form of consideration offered, or to reduce the number of shares being sought; - if the Qualified Offer is exercisednot consummated, that such person will not make another offer for the holder thereof, as such, will have no rights as a shareholder Common Stock within one (1) year if at least eighty-five percent (85%) of the Companycommon stock not owned by such person has not been tendered in the Qualified Offer; and - the Qualified Offer is not subject to any financing, includingfunding or similar condition, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport include any condition relating to be complete completion of or satisfaction with any due diligence or similar investigation, and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceotherwise provides for usual and customary terms and conditions.

Redemption. At any time prior to This Warrant may be redeemed at the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the Board of Directors option of the Company may redeem the Rights in whole, but not in part, at a redemption price of $.01 per Right (subject to adjustment in good faith by the Company's Board of Directors in the event of stock splits or other events described in Section 3.1 or 3.2 above) (the "Redemption Price"). The redemption , per Warrant at any time after the date hereof provided that (i) the weighted average closing bid price of the Rights may be made effective at Common Stock as reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") if the Common Stock is then traded on the over-the-counter market or the Nasdaq Small Cap market, or (ii) the weighted average closing sale price, if the Common Stock is then traded on Nasdaq/NMS or a national securities exchange, provided that such timeexchange or market is the primary trading market for the Company, on such basis and shall have been [200% of the Purchase Price of the Common Stock sold with such conditions this Warrant] for the ten (10) consecutive trading days during a period ending within five (5) days prior to Redemption Notice Date (as defined below) (subject to adjustment in good faith by the Company's Board of Directors in its sole discretion the event of any stock splits or other events as described in Section 3.1 or 3.2 above) provided, that any time after the Redemption Notice Date (as defined below) and prior to the Redemption Date (as defined below) the Holder may establishexercise this Warrant, provided, further, in the event that the Redemption Notice Date is prior to six (6) months after the date hereof, the Commencement Date shall be deemed to be the Redemption Notice Date and notwithstanding anything herein or in the Purchase Agreement to the contrary, after such date the Holder may exercise this Warrant at any time prior to the Redemption Date. Immediately upon any The Company shall provide written notice of redemption which shall specify the Redemption Date (the "Notice of Redemption") to the Holder not later than five (5) days after the election of the Rights, Company to redeem this Warrant pursuant to this Section 7. On and after the right date fixed for redemption (the "Redemption Date") which shall be no less than thirty (30) days after the date that the Notice of Redemption is sent to exercise the Rights will terminate and Holder (the only right of "Redemption Notice Date") the holders of Rights will be Holder shall have no rights with respect to this Warrant except to receive the Redemption Price. If the Board Price upon surrender of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceWarrant Certificate.

Redemption. At The Company may, at the option of the Board of Directors, redeem all or any part of the outstanding Series E Convertible Preferred Stock at any time after two years from the issue date of the shares to be redeemed at the redemption price equal to $4.50 per share of the Series E Convertible Preferred Stock to be redeemed, plus accrued unpaid dividends, if any, provided that notice of redemption is sent by certified mail to the holders of record of the Series E Convertible Preferred Stock to be redeemed at least thirty (30) days prior to the tenth calendar day following the date of redemption specified in such notice, addressed to each such holder at his address as it appears in the records of the Company. In case of the redemption of a public announcement that a person or group has become an Acquiring Personpart only of the Series E Convertible Preferred Stock, the Board shares of Directors of the Company may redeem the Rights such series to be redeemed shall be selected pro rata or by lot or in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions other manner as the Board of Directors in its sole discretion may establishdetermine. Immediately upon any On or after the redemption date each holder of shares of Series E Convertible Preferred Stock to be redeemed shall present and surrender his certificate or certificates for such shares to the Company and thereupon the redemption price of such shares shall be paid to or on the order of the Rightsperson whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In case less than all of the shares represented by any such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares. All rights arising under this Designation of Powers, Preferences, Rights and Limitations, other than the right to exercise receive the Rights will redemption price, shall terminate and upon the only right payment of good funds on or before the redemption date to the holder of the applicable shares. The Company may also deposit the aggregate redemption price payable with respect to the shares of Series E Convertible Preferred Stock to be redeemed (or the portion thereof not already paid in the redemption of such shares) (the "Redemption Deposit") with the Company's transfer agent or any bank or trust company in the United States named in the notice of redemption. Such deposits are to be payable in amounts as aforesaid to the respective orders of the holders of Rights will be to receive record of the shares of Series E Convertible Preferred Stock upon surrender of the certificates evidencing such shares as described above. From and after the making of the Redemption Price. If the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring PersonDeposit, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent all rights of the holders of the Rightsapplicable shares arising under this Designation of Powers, Preferences, Rights and Limitations shall terminate, other than the right to receive from such transfer agent, bank or trust company, without interest, the moneys so deposited with it, and such shares shall not thereafter be transferred (except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect with the interests consent of the holders of Company) on the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder books of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does and such shares shall not purport be deemed to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceoutstanding for any purpose whatsoever.

Redemption. At (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 day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). If, following the occurrence of a public announcement that Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a person or group has become Person who is an Acquiring PersonPerson shall have transferred or otherwise disposed 29 - RIGHTS AGREEMENT of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board of Directors of the Company may redeem shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights in whole, but shall not in partbe exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at a its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of $.01 per Right (the "Redemption Price"). The redemption Common Stock at the time of the Rights may be made effective at such time, on such basis and with such conditions as the Board redemption) or any other form of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If consideration deemed appropriate by the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At (a) The Board of Directors of the Company may, at its option, at any time prior to the Close of Business on the tenth calendar day following the Stock Acquisition Date, 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 of a public announcement hereof (such redemption price being hereinafter referred to as the "Redemption Price"), provided, however, that a person or group has become an Acquiring Personduring the time period relating to when the Rights may be redeemed, the Board of Directors of the Company may redeem extend the time during which the Rights may be redeemed to be at any time as may be determined by the Board of Directors, and provided, further, that if the Board of Directors of the Company authorizes redemption of the Rights or an extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, then there must be Continuing Directors then in wholeoffice and such authorization or extension shall require the concurrent of a majority of such Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, but the Rights shall not be exercisable after the first occurrence of the event described in part, at a price Section 11(a)(ii) until such time as the Company's right of $.01 per Right (the "Redemption Price")redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. Immediately upon any redemption of the RightsThe Company may, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive at its option, pay the Redemption Price. If 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' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 per Right Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon any 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 will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the Board failure to give, or any defect in, any such notice shall not affect the validity of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes such redemption. Within ten (10) days after such action of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors ordering the redemption of the Rights, the Company without the consent shall mail a notice of redemption to all the holders of the Rights, except that from and after such time then outstanding Rights at their last addresses as any person becomes an Acquiring Person no such amendment may adversely affect they appear upon the interests registry books of the holders Rights Agent or, prior to the Distribution Date, on the registry books of the Rights. Until a Right is exercised, transfer agent for the holder thereof, as such, will have no rights as a shareholder Common Shares of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, including, without limitation, whether or not the right to vote or to receive dividendsholder receives the notice. A copy Each such notice of redemption will state the method by which the payment of the Rights Agreement is available from 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 no charge upon written request. This summary description 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 of the Rights does not purport to be complete and is qualified in its entirety by reference Company prior to the Rights Agreement, which is incorporated herein by this referenceDistribution Date. Section 24.

Redemption. At 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 day Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), and (ii) the Final Expiration Date, and as provided herein, elect to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any combination or subdivision of the outstanding Common Stock, any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Immediately upon the action of a public announcement that a person or group has become an Acquiring Person, the Board of Directors of the Company may electing to redeem the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise evidence of which shall have been filed with the Rights will terminate Agent, without any further action and without any further notice, the only right of the holders of Rights will shall be to receive the Redemption PricePrice and such holders shall have no right to exercise the Rights. If Promptly after the action of the Board of Directors' ability Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to redeem 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 pursuant Agent, or, prior to the Rights Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurredto the contrary, the redemption right will Rights shall not be reinstated if exercisable after the Acquiring Person disposes first occurrence of a sufficient number Section 11(a)(ii) Event until the expiration of the Company's right of redemption hereunder. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares so that such person then owns only 10% or less Stock (based on the Current Market Price, as defined in Section 11((c))(i) hereof, of the outstanding Company's Common Shares and if certain Stock at the time of redemption) or any other conditions are met. The terms form of the Rights may be amended consideration deemed appropriate by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this reference.

Redemption. At any time prior to after the tenth calendar day following later of (i) June 30, 2001 and (ii) the date of a public announcement that a person or group has become an Acquiring Personupon which all principal and interest on the $6,500,000.00 note payable to DH Holdings Corp. and dated December 23, 1997, is paid in full, the Board of Directors of the Company Corporation may redeem either (i) all, or (ii) in any single redemption or series of redemptions, an aggregate not exceeding 49% of, the Rights outstanding shares of Series A Preferred at the redemption price per share, payable in wholecash, but not in part, at a price of $.01 per Right 10,000.00 (the "Redemption Price"). The Any shares of Series A Preferred which are outstanding at December 31, 2004, shall be redeemed by the Corporation at the Redemption Price. Notice of any proposed redemption of the Rights may shares of Series A Preferred shall be made effective by means of certified mail return receipt requested, addressed to the holders identified in the records of the Corporation (the "Registered Holders") of the Series A Preferred to be redeemed, at their respective addresses then appearing on the books of the Corporation, not less than thirty (30) nor more than sixty (60) days prior to the date fixed for such time, on such basis and with such conditions redemption (herein referred to as the Board "Redemption Date"). Each such notice shall specify (i) the Redemption Date, (ii) the Redemption Price, (iii) the place for payment and for delivering the stock certificate(s) and transfer instruments(s) in order to collect the Redemption Price, (iv) the shares of Directors Series A Preferred to be redeemed and (v) the then effective Conversion Price (as defined below in its sole discretion may establishSection 5(b)) and that the right of holders of Series A Preferred being redeemed to exercise their conversion right shall terminate as to such shares at the close of business on the fifth business day prior to (and exclusive of) the Redemption Date. Immediately The Registered Holder of any shares of Series A Preferred redeemed upon any exercise of the Corporation's redemption right shall not be entitled to receive payment of the Redemption Price until such holder shall cause to be delivered to the place specified in the notice given with respect to such redemption (i) the certificate(s) representing such Series A Preferred and (ii) transfer instrument(s) satisfactory to the Corporation and sufficient to transfer such Series A Preferred to the Corporation free of any adverse interest. No interest shall accrue on the Redemption Price of any Series A Preferred after its Redemption Date. Any redemption of less than all outstanding shares of Series A Preferred shall be pro rata in proportion to each Registered Holder's ownership percentage of all outstanding Series A Preferred. At the Rightsclose of business on the Redemption Date for any Series A Preferred, such stock shall be deemed to cease to be outstanding and all rights of any person other than the Corporation in such stock shall be extinguished on the Redemption Date for such stock except for the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, without interest, for such stock in accordance with the provisions of this Section 4, subject to applicable escheat laws. If In the Board of Directors' ability to redeem the Rights event that any Series A Preferred shall, pursuant to Section 5, be converted into Common Stock, (i) the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events Corporation shall not have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy redeem such stock and (ii) any funds which shall have been deposited for the payment of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to Redemption Price for such stock shall be complete and is qualified in its entirety by reference returned to the Rights Agreement, which is incorporated herein by this referenceCorporation immediately after such conversion.

Redemption. At any time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person, the (a) The Board of Directors of the Company may may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day following the date on which any Person becomes an Acquiring Person (or if such date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 per Right 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"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event under Section 11(a)(ii) until such time as the Company's right of redemption hereunder as extended (if applicable) has expired. 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. (b) Immediately upon any 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 will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If The Company shall promptly give public notice of any such redemption; provided, however, that the Board failure to give, or any defect in, any such notice shall not affect the validity of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes such redemption. Within 10 days after such action of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors ordering the redemption of the Rights, the Company without the consent shall mail a notice of redemption to all the holders of the Rights, except that from and after such time then outstanding Rights at their last addresses as any person becomes an Acquiring Person no such amendment may adversely affect they appear upon the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy registry books of the Rights Agreement Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is available from mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at no charge upon written request. This summary description 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 the Rights does not purport to be complete and is qualified in its entirety by reference Common Shares prior to the Rights Agreement, which is incorporated herein by this referenceDistribution Date. Section 24.

Redemption. At (a) The Board of Directors of the Company may, ---------- at its option, at any time prior to the tenth calendar day following the date of a public announcement that a person or group has become such time as any Person becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.05 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). (b) Immediately upon the action of the Board of Directors of the Company may redeem ordering the Rights in whole, but not in part, at a price of $.01 per Right (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 of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will shall be to receive the Redemption Price. If Within 10 days after the Board action of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because a person or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, the redemption right will be reinstated if the Acquiring Person disposes of a sufficient number of the Company's Common Shares so that such person then owns only 10% or less of the outstanding Company's Common Shares and if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors ordering the redemption of the Rights, the Company without the consent shall give notice of such redemption to the holders of the Rights, except that from and after then outstanding Rights by mailing such time notice to all such holders at their last addresses as any person becomes an Acquiring Person no such amendment may adversely affect they appear upon the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy registry books of the Rights Agreement Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is available from mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at no charge upon written request. This summary description any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the purchase of the Rights does not purport to be complete and is qualified in its entirety by reference Common Shares prior to the Rights Agreement, which is incorporated herein by this referenceDistribution Date.

Redemption. At Except as forth below, the Notes will not be redeemable at the option of the Company prior to [ , [ ]]. On and after such date, the Notes will be redeemable, at the Company’s option, in whole or in part, at any time upon not less than 30 days’ nor more than 60 days’ prior notice, except that a redemption notice may be made more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest and Special Interest, if any, thereon, if any, to, but not including, the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date) if redeemed during the twelve-month period commencing on of the years indicated below: Period Redemption Price [ ] [ ]% [ ] [ ]% [ ] and thereafter [ ]% Notes will also be redeemable, in whole or in part, at the option of the Company at any time or from time to time, prior to [ , [ ]] at a price equal to 100% of the principal amount of Notes to be redeemed, plus the Applicable Premium and accrued and unpaid interest and Special Interest, if any, to, but not including, the Redemption Date, subject to the rights of the Holders of the Notes on the relevant record date to receive interest and Special Interest, if any, due on the relevant interest payment date. The notice of redemption with respect to the foregoing redemption need not set forth the Applicable Premium but only the manner of calculation thereof. The Company will notify the Trustee of the Applicable Premium with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. In addition, at any time and from time to time prior to the tenth calendar day following the date of a public announcement that a person or group has become an Acquiring Person[ , the Board of Directors of [ ]], the Company may redeem in the Rights in wholeaggregate up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes) with the net cash proceeds of one or more Equity Offerings received by the Company at a redemption price (expressed as a percentage of principal amount) of [ ]% of the principal amount plus accrued and unpaid interest and Special Interest, if any, to but not in partincluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date); provided, however, that (1) at least 65% of the aggregate principal amount of the Notes, including any Additional Notes, remains outstanding after each such redemption and (2) each such redemption occurs within 180 days of the date of closing of such Equity Offering. Notice of any redemption upon an Equity Offering may, at a price of $.01 per Right (the "Redemption Price"). The redemption Company’s discretion, be subject to one or more conditions precedent, including completion of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Pricerelated Equity Offering. If the Board of Directors' ability to redeem optional Redemption Date is on or after an interest record date and on or before the Rights pursuant related interest payment date, the accrued and unpaid interest and Special Interest, if any, will be paid to the Rights Agreement has expired because Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a person pro rata basis. No Notes of $1,000 in original principal amount or group has become an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurredless will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption right relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be reinstated if issued in the Acquiring Person disposes of a sufficient number name of the Company's Common Shares so that such person then owns only 10% or less Holder thereof upon cancellation of the outstanding Company's Common Shares original Note. Notes called for redemption become due on the Redemption Date. On and after the Redemption Date, interest and Special Interest, if certain other conditions are met. The terms of the Rights may be amended by the Board of Directors of any, will cease to accrue on Notes or portions thereof called for redemption unless the Company without defaults in making the consent payments of the holders of the Rights, except that from and after funds for such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceredemption.

Redemption. At (a) The Board may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the date Record Date), as such period may be extended or shortened in the discretion of a public announcement that a person or group has become an Acquiring Person, the Board of Directors (the "Redemption Period") or (ii) the Close of Business on the Final Expiration Date, cause the Company may to redeem the Rights in whole, all but not in part, less than all the then outstanding Rights at a redemption price of $.01 .001 per Right 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"). The ; provided, however, that, if the Board authorizes redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors or a change in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. If Period on or after the Board of Directors' ability to redeem the Rights pursuant to the Rights Agreement has expired because time a person or group has become Person becomes an Acquiring Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred, then there must be Continuing Directors then in office and such authorization shall require the redemption right will be reinstated if the Acquiring Person disposes concurrence of a sufficient number majority of such Continuing Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares so Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such person then owns only 10Person is thereafter a Beneficial Owner of 5% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (with the concurrence of a majority of the Continuing Directors) shall so approve, then the Company's Common Shares right of redemption shall be reinstated and if certain other conditions are metthereafter be subject to the provisions of this Section 23. The terms of Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be amended by exercisable after the Board first occurrence of Directors of the Company without the consent of the holders of the Rights, except that from and after a Section 11(a)(ii) Event or a Section 13 Event until such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests Company'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 of the holders Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available from the Company at no charge upon written request. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by this referenceBoard.