Agreement of Rights Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

Agreement of Rights Holders. 26 Section 17. Rights Certificate Holder Not Deemed a Stockholder...............................27 Section 18. Concerning the Rights Agent......................................................27 Section 19. Merger or Consolidation or Change of Name of Rights Agent........................27

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Agreement of Rights Holders. 26 Section 17. Rights Certificate Holder Not Deemed a Stockholder ........... 27 Section 18. Concerning the Rights Agent .................................. 27 Section 19. Merger or Consolidation or Change of Name of Rights Agent ................................................. 28 Section 20. Duties of Rights Agent ....................................... 28 Section 21. Change of Rights Agent ....................................... 31 Section 22. Issuance of New Rights Certificates .......................... 31 Section 23. Redemption ................................................... 32 Xxxxxxx 00. Xxxxxxxx ..................................................... 00 Section 25. Notice of Certain Events ..................................... 34 Section 26. Notices ...................................................... 35

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Agreement of Rights Holders. 25 17. Rights Certificate Holder Not Deemed a Shareholder.............. 25 18.

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Agreement of Rights Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock; (b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully executed; (c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

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