Common use of Transfer, Split Up, Combination Clause in Contracts

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as the Rights represented thereby remain outstanding, any one or more Right Certificates may be transferred, split-up, combined or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed. Thereupon, the Rights Agent shall countersign and deliver to the person entitled thereto one or more Right Certificates, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate if mutilated, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereofthis Agreement, at any time after the Close of Business on Distribution Date and prior to the Distribution Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-thousandths of a share of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon Subject to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the earlier of the Redemption Date or the Expiration Date, any one Right Certificate or more Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing entitling the same aggregate registered holder to purchase a like number of Rights one one-thousandths of a Preferred Share as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- ------------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. ------------------------------------------------------------------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereofthis Agreement, at any time after the Close of Business on Distribution Date and prior to the Distribution Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-thousandths of a share of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon Subject to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) --------------------------------------------------------------------- Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long at or prior to the Close of Business on the Expiration Date (as the Rights represented thereby remain outstandingsuch term is defined in Section 7(a) hereof), any one Right Certificate or more Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 7(e) hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, the Rights Agent or the Registrar shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) . Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthe Company and the Rights Agent, at the Company's request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent or the Registrar for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c7(e), 7(d11(a)(ii) and 14 hereof, at any time after the Close of Business on Distribution Date and prior to the Distribution Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates (other than Right Certificates that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredths of a share of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon Subject to the provisions of Section 11(a)(ii) hereof, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(cSection 4(b), 7(dSection 7(e) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the Expiration Date, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one ten-thousandths of a share of Preferred Stock (or following a Triggering Event, preferred stock, cash, property, debt securities, Common Stock of the Company or any combination thereof) as the Right Certificate or Certificates surrenderedsurrendered then entitled such holder to purchase and at the same Exercise Price. Any registered holder desiring to transfer, split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Certificates to be transferred, split up, combined or exchanged exchanged, with the form of assignment and certificate duly executed, at the office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, Thereupon the Rights Agent shall shall, subject to Section 4(b), Section 7(e) and Section 14 hereof, countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment by the registered holder of a Right Certificate, of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthem, at the Company's request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate Certificate, if mutilated, the Company shall issue will execute and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c4(b), 7(d) 7(e), 14 and 14 24 hereof, at any time after the Close close of Business business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingclose of business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights Preferred Shares (or, following a Triggering Event, Common Shares, other securities or property, as the case may be) as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side thereof completed and duly executed, with signature guaranteed. Thereupon, of such Right Certificate accompanied by such documents as the Rights Agent may deem appropriate and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Sections 4 and 7 hereof, countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment by the holders of Rights Certificates of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) --------------------------------------------------------------------- Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close close of Business business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingclose of business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredths of a Preferred Share as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office Designated Office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) . Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- ----------------------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as the Rights represented thereby remain outstanding, any one or more Right Certificates may be transferred, split-up, combined or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed. Thereupon, the Rights Agent shall countersign and deliver to the person entitled thereto one or more Right Certificates, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate if mutilated, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof. Any determination made by the Board of Directors as to whether any Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof, shall be conclusive and binding upon the Company, the Rights Agent, all holders of Rights and all other securityholders of the Company.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. ------------------------------------------------------------------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close close of Business business on the Distribution Date and at or prior to the close of business on the Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates may be transferred, split-(i) transferred or (ii) split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Common Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfertransfer any Right Certificate shall make such request in writing delivered to the Rights Agent, and surrender the Right Certificate at the office of the Rights Agent designated for such purpose, with the form of assignment on the reverse side thereof duly endorsed (or enclose with such Right Certificate a written instrument of transfer in form satisfactory to the Company and the Rights Agent), duly executed by the registered holder thereof or his attorney duly authorized in writing, and with such signature duly guaranteed. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate or Right Certificates until the registered holder shall have promptly completed and signed the certificate contained in the form of assignment on the reverse side of such Right Certificate or Right Certificates and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. Any registered holder desiring to split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates Certificate to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent Agent, subject to the provisions hereof, shall countersign (by manual signature) and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment from the holders of Right Certificates of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of such Right Certificates. The Rights Agent shall have no duty or obligation to take any action under any Section of this Rights Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of or a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at if requested by the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will execute and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right -------------------------------------------------------- Certificates. --------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as the Rights represented thereby remain outstanding, any one or more Right Certificates may be transferred, split-split up, combined or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedguaranteed and such other and further documentation as the Rights Agent may reasonably request. Thereupon, the Rights Agent shall countersign and deliver to the person entitled thereto one or more Right Certificates, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate Certificate, if mutilated, along with signature guarantees and such other and further documentation as the Rights Agent may reasonably request, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- CertificatesAND EXCHANGE OF RIGHTS CERTIFICATES; MutilatedMUTILATED, DestroyedDESTROYED, Lost or Stolen Right Certificates. ---------------------------------------------------------------------LOST OR STOLEN RIGHTS CERTIFICATES. (a) Subject to the provisions of Sections 6(c7(e), 7(d) 14 and 14 24 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the Expiration Date, any one Rights Certificate or more Right Rights Certificates may be transferred, split-split up, combined or exchanged for one another Rights Certificate or more Right Certificates representing Rights Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the Right case may be) as the Rights Certificate or Rights Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Rights Certificate or more Right Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteed. Thereupon, as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall, subject to Sections 7(e), 14 and 24 hereof, countersign and deliver to the person entitled thereto one a Rights Certificate or more Right Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Rights Certificates. The Rights Agent shall have no responsibility under this section unless and until it is satisfied that all such taxes and/or governmental charges have been paid. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right the Rights Certificate if mutilated, the Company shall issue will make and deliver a new Rights Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Rights Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Rights ------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. ---------------------------------------------------------------------Rights Certificates ---------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(cSection 4(b), 7(d) Section 7(e), Section 14 and 14 hereofSection 20(k), at any time after the Close close of Business business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingclose of business on the Expiration Date, any one Rights Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Rights Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights Preferred Share Fractions (or, following a Triggering Event, Common Shares, other securities, cash or other assets, as the Right case may be) as the Rights Certificate or Certificates surrenderedsurrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Rights Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Rights Certificate or Certificates to be transferred, split up, combined or exchanged exchanged, with the form of assignment and certificate appropriately executed, at the office of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have duly completed and executed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, Thereupon the Rights Agent shall shall, subject to Section 4(b), Section 7(e), Section 14 and Section 20(k), countersign and deliver to the person each Person entitled thereto one a Rights Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any transfer tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Rights Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's or the Rights Agent's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right the Rights Certificate if mutilated, the Company shall issue will make and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the record holder of such Right Certificate a new Right Certificate of like tenor registered owner in lieu of such the Rights Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) --------------------------------------------------------------------- Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long at or prior to the Close of Business on the Expiration Date (as the Rights represented thereby remain outstandingsuch term is defined in Section 7(a) hereof), any one Right Certificate or more Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 7(e) hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, the Rights Agent or the Registrar shall countersign and deliver to the person Person and deliver to the Person entitled thereto one a Right Certificate or more Right Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) . Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthe Company and the Rights Agent, at the Company's request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent or the Registrar for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Rights ------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Right -------------------------------------------------- Rights Certificates. ---------------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(cSection 4(b), 7(d) Section 7(e), Section 7(f), Section 11, Section 14, Section 23 and 14 Section 24 hereof, at any time after the Close of Business business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of business on the Expiration Date, any one Rights Certificate or more Right Certificates (other than Rights Certificates representing Rights that have become null and void pursuant to Section 7(e) or that have been exchanged pursuant to Section 24 hereof) may be transferred, split-split up, combined or exchanged for one another Rights Certificate or more Right Certificates representing Certificates, entitling the same aggregate record holder to purchase a like number of Rights one one-thousandths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the Right case may be) as the Rights Certificate or Certificates surrenderedsurrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered record holder desiring to transfer, split up, combine or exchange one any Rights Certificate or more Right Certificates shall make such request in writing in a form acceptable and delivered to the Rights Agent, and shall surrender the Right Rights Certificate or Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate or Rights Certificates until the record holder shall have (i) properly completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side thereof completed of such Rights Certificate or Rights Certificates, (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof, or of the Rights evidenced thereby, as the Company or the Rights Agent shall reasonably request, and duly executed(iii) paid a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer, with signature guaranteedsplit up, combination or exchange of Rights Certificates as required by Section 9(e) hereof. Thereupon, the Rights Agent shall shall, subject to Section 4(b), Section 7(e), Section 7(f), Section 11, Section 14, Section 23 and Section 24 hereof, countersign and deliver to the person Person entitled thereto one a Rights Certificate or more Right Rights Certificates, as the case may be, as so requested. The Company or the Rights Agent may require payment by the record holder of a Rights Certificate of a sum sufficient to cover any applicable tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Rights Certificates, and the Company and the Rights Agent shall have no duty or obligation under this Section unless and until it is satisfied that all such taxes and/or governmental charges have been paid. (b) Upon Subject to the provisions of Section 4(b), Section 7(e), Section 7(f), Section 11, Section 14, Section 23 and Section 24 hereof, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably to the Rights Agent and the Company satisfactory to them and, at the Company's request, Rights Agent and the Company and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate the Rights Certificate, if mutilated, the Company shall issue will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Rights Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c4(b), 7(d) 7(e), 14 and 14 24 hereof, at any time after the Close close of Business business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingclose of business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights Preferred Shares (or, following a Triggering Event, Common Shares, other securities or property, as the case may be) as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side thereof completed and duly executed, with signature guaranteed. Thereupon, of such Right Certificate accompanied by such documents as the Rights Agent may deem appropriate and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Sections 4 and 7 hereof, countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(cSection 4(b), 7(dSection 7(e) and 14 hereofSection 14, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredths of a Preferred Share (or, following a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, Thereupon the Rights Agent shall shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24, countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will issue, execute and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c7(e), 7(d) 11(a)(ii), 13 and 14 hereof, at any time after the Close of Business on Distribution Date and prior to the Distribution Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredths of a share of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon Subject to the provisions of Section 11(a)(ii) hereof, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereofthis Agreement, at any time after the Close of Business on Distribution Date and prior to the Distribution Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredth of a share of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon Subject to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close close of Business business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingclose of business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii)(B) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Common Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right --------------------------------------------------------- Certificates. --------------------------------------------------------------------- (a) ------------ Subject to the provisions of Sections 6(cSection 4(b), 7(dSection 7(e) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights Shares as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the designated office of the Rights Agent with the form of assignmentAgent, including certificateat ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, on the reverse side thereof completed and duly executedFloor 12W, with signature guaranteedNew York, New York. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) . In no event shall the Rights Agent be responsible for the payment of any such tax or charge. Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at ------------ --- -- any time after the Close of Business on the Distribution Date, and so long as the Rights represented thereby remain outstanding, any one or more Right Certificates may be transferred, split-up, combined or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make deliver such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have properly completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate. Thereupon, the Rights Agent shall countersign and deliver to the person Person entitled thereto one or more Right Certificates, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. The Rights Agent shall have no duty or obligation under this Section 6 or any other similar provision of this Agreement unless and until it is reasonably satisfied that all such taxes and/or governmental charges have been paid in full. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate if mutilated, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the --------- Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.. ---

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Rights ------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Right Rights Certificates. ------------------------------------------------------------------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c4(b), 7(d) and 14 hereof14, at any time after the Close of Business on the Distribution Date and prior to the Close of Business on the earlier of the Redemption Date and the Final Expiration Date, and so long as the any Rights represented thereby remain outstanding, Certificate (other than any one or more Right Certificates Rights Certificate which shall have been exchanged pursuant to Section 24) may be transferred, split-split up, combined or exchanged for one or more Right Certificates representing other Rights Certificates, entitling the registered holder to purchase the same aggregate number of Rights one one-hundredths of a Preferred Share (or after a Triggering Event, the securities, cash and other property purchasable in lieu thereof) as the Right Rights Certificate or Rights Certificates surrenderedsurrendered entitled such registered holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Rights Certificates shall make such request in a writing delivered to the Rights Agent, and shall surrender the Right Rights Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent exchanged, with the form Form of assignment, including certificate, Assignment and Certification of Status on the reverse side thereof completed and duly executed, together with such signature guaranteedguarantees and other documentation as the Rights Agent may reasonably request, at the principal office of the Rights Agent. ThereuponThereupon the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall deliver or cause to be delivered (or the Rights Agent shall, if requested, deliver) to the person entitled thereto one or more Right Certificates, Rights Certificates as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right CertificatesRights Certificates and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Rights Certificate, and, in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them or, in the case of mutilation, upon surrender to the Rights Agent of the mutilated Rights Certificate, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, the Company shall prepare and upon surrender to execute, the Rights Agent shall countersign and cancellation of such Right Certificate if mutilated, the Company shall issue and deliver or cause to be delivered (or the Rights Agent for delivery shall, if requested, deliver) to the record registered holder of such Right Certificate thereof a new Right Rights Certificate of like tenor in lieu of such the Rights Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. ------------------------------------------------------------------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d7(e) and 14 hereof, at any time after the Close close of Business business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingclose of business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredths of a Preferred Share (or, following a Triggering Event, Common Shares, other securities or property, as the case may be) as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purposes. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteedas the Company shall request. Thereupon, Thereupon the Rights Agent shall (subject to Section 7(e) hereof) countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as the Rights represented thereby remain outstanding, any one or more Right Certificates may be transferred, split-up, combined or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed. Thereupon, the Rights Agent shall countersign and deliver to the person entitled thereto one or more Right Certificates, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate if mutilated, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof. Any determination made by the Board of Directors as to whether any Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof, shall be conclusive and binding upon the Company, the Rights Agent, all holders of Rights and all other securityholders of the Company.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Rights ------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Right Rights --------------------------------------------------------- Certificates. --------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c4(b), 7(d) 7(e), and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingearlier of the Close of Business on the Expiration Date or the redemption of the Rights, any one or more Right Certificates Rights Certificate may be transferred, split-split up, combined or exchanged for one another Rights Certificate or more Right Certificates representing Rights Certificates, entitling the same aggregate registered holder to purchase a like number of one one-tenths of a share of Preferred Stock (or, following a Common Stock Event, Common Stock and/or such other securities, cash, or other assets as shall be issuable in respect of the Rights in accordance with the terms of this Agreement (such other securities, cash or other assets being referred to herein as "Other Consideration")) as the Right Certificates surrenderedRights Certificate surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates any Rights Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates Rights Certificate to be transferred, split up, combined combined, or exchanged at the office of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner from whom the Rights evidenced by such Rights Certificate are to be transferred (or the Beneficial Owner to whom such Rights are to be transferred) or Affiliates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, subject to Sections 4(b), 7(e) and 14 hereof, the Company shall execute and the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Rights Certificate or more Right Rights Certificates, as the case may be, as so requested. The Company may require payment by the holders of Rights of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right CertificatesRights Certificates which the Company is not required to pay in accordance with Section 9(d) hereof. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Rights Certificate, and, in case of loss, theft or destruction, the receipt of indemnity or security reasonably satisfactory to them andthem, at the Company's request, and upon reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate the Rights Certificate, if mutilated, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, the Company shall issue will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the record holder of such Right Certificate a new Right Certificate of like tenor registered owner in lieu of such the Rights Certificate so lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate representsdestroyed, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereofmutilated.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Certificates Mutilated, Destroyed, Lost or Stolen Right Certificates. ----------------------------------------------------------------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredths of a Preferred Share as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; MutilatedLost, DestroyedStolen, Lost Destroyed or Stolen Mutilated Right Certificates. ---------------------------------------------------------------------. (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereofSection 14, at any time after the Close of Business on the Distribution Date, and so long as at or before the Rights represented thereby remain outstandingClose of Business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates (other than Right Certificates representing Rights that have become void under Section 11(a)(ii) or that have been exchanged under Section 24) may be transferred, split-split up, combined combined, or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-thousandths of a Preferred Share as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine combine, or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined combined, or exchanged at the office or offices of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall shall, subject to Section 14, countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment by the registered holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split split-up, combination combination, or exchange of Right Certificates. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have duly completed and executed the form of assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction destruction, or mutilation of a Right Certificate, and, in case of loss, theft theft, or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's ’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will execute (either manually or by facsimile signature) and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate representsdestroyed, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereofmutilated.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- ------------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereofthis Agreement, at any time after the Close of Business on Distribution Date and prior to the Distribution Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-thousandths of a share of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon Subject to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c4(b), 7(d) 7(e), 14 and 14 24 hereof, at any time after the Close close of Business business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingclose of business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights Preference Shares (or, following a Triggering Event, Ordinary Shares, other securities or property, as the case may be) as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Right Certificate and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, Thereupon the Rights Agent shall shall, subject to Sections 4 and 7 hereof, countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment by the holders of Right Certificates of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. The Rights Agent shall have no duty or obligation to take action under any Section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate Certificate, if mutilated, the Company shall issue will make and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Rights ------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Right Rights Certificates. --------------------------------------------------------------------- (a) ---------------------------------------------------------------------- Subject to the provisions of Sections 6(cSection 4(b), 7(dSection 7(e) and 14 hereofSection 14, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Close of Business on the Expiration Date or the day prior to the day, if any, on which the Rights represented thereby remain outstandingare to be redeemed pursuant to Section 23, any one Rights Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Rights Certificate or more Right Certificates representing Rights Certificates, entitling the same aggregate registered holder to purchase such number of Rights shares of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the Right case may be) as the Rights Certificate or Rights Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates any Rights Certificate shall make such request in writing writing, signed by the registered holder with such signature guaranteed in such manner as is reasonably satisfactory to the Rights Agent, delivered to the Rights Agent, and shall surrender the Right Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the principal stock transfer office of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, Thereupon the Rights Agent shall shall, subject to Section 4(b), Section 7(e) and Section 14, countersign and deliver to the person entitled thereto one a Rights Certificate or more Right Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Rights Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate if mutilated, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long at or prior to the Close of Business on the Expiration Date (as the Rights represented thereby remain outstandingsuch term is defined in Section 7(a) hereof), any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the stockholder services office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedor such office designated for such purpose. Thereupon, the Rights Agent shall countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthem, at the Company's request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) --------------------------------------------------------------------- Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the earlier of the Redemption Date or the Final Expiration Date, any one Right Certificate or more Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights Common Shares as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) . Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(cSection 4(b), 7(dSection 7(f) and 14 hereofSection 14, at any time after the Close of Business on the Distribution Date, and so long as prior to the Close of Business on the Expiration Date or the day prior to the day, if any, on which the Rights represented thereby remain outstandingare to be redeemed pursuant to Section 23, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase such number of Rights Units as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates Certificate(s) to be transferred, split up, combined or exchanged exchanged, with the form of assignment on the reverse side(s) thereof duly completed and executed, at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated pursuant to Section 25 hereof. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person persons entitled thereto one or more the Right Certificates, as so Certificate(s) requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. The Rights Agent may delay the processing of such transaction until it receives evidence that all applicable taxes and governmental charges have been paid. Notwithstanding the foregoing, neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate unless and until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthem, at the Company's request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate Certificate, if mutilated, the Company shall issue will execute and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(cSection 4(b), 7(dSection 7(e) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long at or prior to the Close of Business on the Expiration Date (as the Rights represented thereby remain outstandingsuch term is defined in Section 7(a) hereof), any one Right Certificate or more Right Certificates (other than Rights Certificates representing Rights that have become void pursuant to Section 7(e) hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or assets, as the case may be) as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, Thereupon the Rights Agent shall shall, subject to Section 4(b), Section 7(e) and Section 14 hereof, countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will issue, exercise and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections Section 6(c), 7(d), 8(d) and 14 17 hereof, at any time after the Close of Business on the a Distribution Date, and so long as the Rights represented thereby by separate Right Certificates remain outstanding, any one or more Right Certificates representing such Rights may be transferred, split-split up, combined or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, assignment on the reverse side thereof completed endorsed or with a written instrument of transfer in form satisfactory to the Company and duly executedthe Rights Agent enclosed with such Right Certificates executed by the registered holder thereof or such holder's attorney authorized in writing, and with such signature guaranteed. Thereupon, the Rights Agent shall countersign and deliver to the person Person entitled thereto one or more Right Certificates, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent Agents of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Rights Certificate if mutilated, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if the Company notifies the Rights Agent that such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section Sections 7(d) or 8(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as the any Rights represented thereby remain outstanding, any one or more Right Certificates may be transferred, split-up, combined or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make deliver such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed. Thereupon, the Rights Agent shall countersign and deliver to the person Person entitled thereto one or more Right Certificates, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate if mutilated, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(cSection 7(e), 7(d7(f) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the earlier of the Expiration Date or the Final Expiration Date, any one or more Right Certificates Certificate, may be transferred, split-(i) transferred or (ii) split up, combined or exchanged for one or more other Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Preferred Stock as the Right Certificate or Rights Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfertransfer any Right Certificate shall surrender the Right Certificate at the office of the Rights Agent designated for the surrender of Right Certificates with the form of certificate and assignment on the reverse side thereof duly endorsed (or enclosed with such Right Certificate a written instrument of transfer in form satisfactory to the Company and the Rights Agent), duly executed by the registered holder thereof or his attorney duly authorized in writing, and with such signature duly guaranteed. Any registered holder desiring to split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates Certificate to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated therefor. Thereupon, the Rights Agent shall countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge Transfer Tax that may be imposed in connection with any transfer, split up, combination or exchange of any Right Certificates. (b) Upon Subject to the provisions of Section 7(e), 7(f) and 14 hereof, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at if requested by the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and or upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) ----------------------------------------------------------------------- Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long at or prior to the Close of Business on the Expiration Date (as the Rights represented thereby remain outstandingsuch term is defined in Section 7(a) hereof), any one Right Certificate or more Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 7(e) hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, the Rights Agent or the Registrar shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) . Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them it of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthe Rights Agent, at the Company's request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent or the Registrar for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. ------------------------------------------------------------------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d7(e) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the Expiration Date, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Preferred Stock (or other securities, cash or assets, as the case may be) as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent in Canton, Massachusetts. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate or Right Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Right Certificate or Right Certificates and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, Thereupon the Rights Agent shall shall, subject to Sections 7(e) and 14 hereof, countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment from the holders of Right Certificates of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of such Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a valid Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthem, at the Company's request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will execute and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereofthis Agreement, at any time after the Close of Business on Distribution Date and prior to the Distribution Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-thousandths of a share of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. The Rights Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (b) Upon Subject to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Rights ------------------------------------------------------ Certificates; MutilatedLost, DestroyedStolen, Lost Destroyed or Stolen Right Mutilated Rights --------------------------------------------------------- Certificates. --------------------------------------------------------------------------------- (a) Transfer, Split Up, Combination and Exchange of Rights ------------------------------------------------------ Certificates. Subject to the provisions of Sections 6(cSection 4(b), 7(dSection 7(e) and ------------ Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingClose of Business on the Expiration Date, any one Rights Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Rights Certificate or more Right Certificates representing Certificates, entitling the same aggregate record holder to purchase a like number of Rights one one-thousandths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the Right case may be) as the Rights Certificate or Certificates surrenderedsurrendered then entitles such holder (or former holder in the case of a transfer) to purchase. Any registered record holder desiring to transfer, split up, combine or exchange one any Rights Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent in a form acceptable to the Rights Agent, and shall surrender the Right Rights Certificate or Certificates to be transferred, split up, combined or exchanged at the office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the record holder shall have properly completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteed. Thereupon, as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e) and Section 14 hereof, countersign and deliver to the person Person entitled thereto one a Rights Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment by the record holder of a Rights Certificate of a sum sufficient to cover any U.S. federal or state transfer tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Rights Certificates. (b) Upon receipt . The Rights Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by the Company a Rights holder of applicable U.S. federal or state transfer taxes and governmental charges unless and until the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of is satisfied that all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate if mutilated, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificatetaxes and/or charges have been paid. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Warrant ------------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Warrant Certificates. --------------------------------------------------------------------- (a) ----------------------------------------------------------------------- Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as the Rights represented thereby remain outstandingSection 13, any one Warrant Certificate, with or more Right Certificates without other Warrant Certificates, may be transferred, split-split up, combined or exchanged for one another Warrant Certificate or more Right Certificates representing Warrant Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of New Hillhaven Common Stock as the Right Warrant Certificate or Warrant Certificates surrenderedsurrendered then entitled him to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates any Warrant Certificate shall make such request in writing delivered to the Rights Warrant Agent, and shall surrender the Right Warrant Certificate or Warrant Certificates to be transferredtrans- ferred, split up, combined combine or exchanged at the office of the Rights Warrant Agent with referred to in Section 3. Thereupon (subject to receipt of payment of any sum referred to in the form of assignment, including certificate, on next sentence) the reverse side thereof completed and duly executed, with signature guaranteed. Thereupon, the Rights Warrant Agent shall countersign and deliver to the person entitled thereto one a Warrant Certificate or more Right Warrant Certificates, as the case may be, as so requested. The Company New Hillhaven or the Warrant Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Warrant Certificates. (b) . Upon receipt by the Company New Hillhaven and the Rights Warrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthem, at the Company's request, and reimbursement to the Company New Hillhaven and the Rights Warrant Agent of all reasonable expenses incidental thereto, thereto and upon surrender to the Rights Agent and cancellation of such Right the Warrant Certificate if mutilated, the Company shall issue Hillhaven will make and deliver a new Warrant Certificate of like tenor to the Rights Warrant Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor registered owner in lieu of such the Warrant Certificate so lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights mutilated. The Warrant Agent shall not countersign and deliver a Right Certificate be required to transfer any Person if such Right Certificate representsWarrant Certificate(s) unless in connection therewith there shall have been furnished to the Warrant Agent by the transferor an opinion of counsel, or would represent when held reasonably satisfactory to the Warrant Agent, to the effect that no registration of the Warrants represented by such Person, Rights that had become or would become null and void pursuant the Warrant Certificate(s) proposed to Section 7(d) hereofbe transferred is required under the Act.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; MutilatedLost, DestroyedStolen, Lost Destroyed or Stolen Mutilated Right Certificates. ---------------------------------------------------------------------. (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereofSection 14, at any time after the Close of Business on the Distribution Date, and so long as at or before the Rights represented thereby remain outstandingClose of Business on the earliest of the Redemption Date, the Early Expiration Date, or the Final Expiration Date, any one Right Certificate or more Right Certificates (other than Right Certificates representing Rights that have become void under Section 11(a)(ii) or that have been exchanged under Section 24) may be transferred, split-split up, combined combined, or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one ten-thousandths of a Preferred Share as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine combine, or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined combined, or exchanged at the office or offices of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall shall, subject to Section 14, countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment by the registered holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split split-up, combination combination, or exchange of Right Certificates. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have duly completed and executed the form of assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to each of them of the loss, theft, destruction destruction, or mutilation of a Right Certificate, and, in case of loss, theft theft, or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's ’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will execute (either manually or by facsimile signature) and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate representsdestroyed, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereofmutilated.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- ----------------------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as prior to the Rights represented thereby remain outstandingearlier of the Redemption Date or the Close of Business on the Final Expiration Date, any one Right Certificate or more Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof) may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-thousandths of a Preferred Share as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedAgent. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover for any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. ---------------------------------------------------------------------. (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereofSection 14, at any time after the Close of Business on the Distribution Date, and so long as prior to the Rights represented thereby remain outstandingearlier of the Redemption Date, the Early Expiration Date (if applicable) and Final Expiration Date, any one Right Certificate (other than a Right Certificate representing Rights that have become void pursuant to Section 11(a)(ii) or more Right Certificates that have been exchanged pursuant to Section 24) may be transferred, split-split up, combined or exchanged for one or more another Right Certificates representing Certificate, entitling the same aggregate registered holder to purchase a like number of Rights Preferred Shares as the Right Certificates surrenderedCertificate surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more any Right Certificates Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender (together with any required form of assignment and certificate duly executed and properly completed) the Right Certificates Certificate to be transferred, split up, combined or exchanged at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have properly completed and duly executed the certificate contained in the form of assignment, including certificate, assignment on the reverse side thereof completed of such Right Certificate and duly executedshall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, with signature guaranteedas the Company or the Rights Agent shall reasonably request. Thereupon, the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company or the Rights Agent may require payment from the holders of the Right Certificates of a sum sufficient to cover for any tax or governmental charge that may be imposed in connection with any transfer, split split-up, combination or exchange of Right Certificates. The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. (b) Upon Subject to the provisions of Section 14, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to each of them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them andthem, at along with a signature guarantee and such other and further documentation as the Company's Company or the Rights Agent may reasonably request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and and, in the case of mutilation, upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilatedCertificate, the Company shall issue will execute and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Rights ------------------------------------------------------ Certificates; Mutilated, Destroyed, Lost or Stolen Right Rights ---------------------------------------------------------- Certificates. --------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c4(b), 7(d) 7(e), and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as at or prior to the Rights represented thereby remain outstandingearlier of the Close of Business on the Expiration Date or the redemption of the Rights, any one or more Right Certificates Rights Certificate may be transferred, split-split up, combined or exchanged for one another Rights Certificate or more Right Certificates representing Rights Certificates, entitling the same aggregate registered holder to purchase a like number of one one-tenths of a share of Preferred Stock (or, following a Common Stock Event, Common Stock and/or such other securities, cash, or other assets as shall be issuable in respect of the Rights in accordance with the terms of this Agreement (such other securities, cash or other assets being referred to herein as "Other Consideration")) as the Right Certificates surrenderedRights Certificate surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates any Rights Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates Rights Certificate to be transferred, split up, combined combined, or exchanged at the office of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner from whom the Rights evidenced by such Rights Certificate are to be transferred (or the Beneficial Owner to whom such Rights are to be transferred) or Affiliates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, subject to Sections 4(b), 7(e) and 14 hereof, the Company shall execute and the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Rights Certificate or more Right Rights Certificates, as the case may be, as so requested. The Company may require payment by the holders of Rights of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right CertificatesRights Certificates which the Company is not required to pay in accordance with Section 9(d) hereof. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Rights Certificate, and, in case of loss, theft or destruction, the receipt of indemnity or security reasonably satisfactory to them andthem, at the Company's request, and upon reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate the Rights Certificate, if mutilated, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, the Company shall issue will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the record holder of such Right Certificate a new Right Certificate of like tenor registered owner in lieu of such the Rights Certificate so lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate representsdestroyed, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereofmutilated.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(dSection 7(e) and Section 14 hereof, at any time after the Close close of Business business on the Distribution Date, and so long at or prior to the close of business on the Expiration Date (as the Rights represented thereby remain outstandingsuch term is defined in Section 7(a) hereof ), any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights shares of Common Stock (or, following a Triggering Event, Common Stock, other securities, cash or assets, as the case may be) as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment, including certificate, assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof completed and duly executed, with signature guaranteedas the Company shall reasonably request. Thereupon, Thereupon the Rights Agent shall shall, subject to Section 7(e) and Section 14 hereof, countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. ------------------------------------------------------------------------------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c7(e), 7(d) 11(a)(ii), 13 and 14 hereof, at any time after the Close of Business on Distribution Date and prior to the Distribution Expiration Date, and so long as the Rights represented thereby remain outstanding, any one Right Certificate or more Right Certificates may be transferred, split-split up, combined or exchanged for one another Right Certificate or more Right Certificates representing Certificates, entitling the same aggregate registered holder to purchase a like number of Rights one one-hundredths of a share of Preferred Stock as the Right Certificate or Right Certificates surrenderedsurrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange one any Right Certificate or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteeddesignated for such purpose. Thereupon, Thereupon the Rights Agent shall countersign and deliver to the person Person entitled thereto one a Right Certificate or more Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon Subject to the provisions of Section 11(a)(ii) hereof, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such the Right Certificate if mutilated, the Company shall issue will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the record registered holder of such Right Certificate a new Right Certificate of like tenor in lieu of such the Right Certificate so lost, stolen, destroyed or mutilated Right Certificatemutilated. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.

Transfer, Split Up, Combination. and Exchange of Right ----------------------------------------------------- Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. --------------------------------------------------------------------- (a) Subject to the provisions of Sections 6(c), 7(d) and 14 hereof, at any time after the Close of Business on the Distribution Date, and so long as the Rights represented thereby remain outstanding, any one or more Right Certificates may be transferred, split-split up, combined or exchanged for one or more Right Certificates representing the same aggregate number of Rights as the Right Certificates surrendered. Any registered holder desiring to transfer, split up, combine or exchange one or more Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent with the form of assignment, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteedguaranteed and such other and further documentation as the Rights Agent may reasonably request. Thereupon, the Rights Agent shall countersign and deliver to the person entitled thereto one or more Right Certificates, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental govern- mental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of such Right Certificate Certificate, if mutilated, along with signature guarantees and such other and further documentation as the Rights Agent may reasonably request, the Company shall issue and deliver to the Rights Agent for delivery to the record holder of such Right Certificate a new Right Certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated Right Certificate. (c) Notwithstanding anything to the contrary in this Section 6, the Rights Agent shall not countersign and deliver a Right Certificate to any Person if such Right Certificate represents, or would represent when held by such Person, Rights that had become or would become null and void pursuant to Section 7(d) hereof.