Common use of Exercise of Rights; Purchase Price; Expiration Date of Rights Clause in Contracts

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the 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, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to each surrendered Right for the total number of one one-thousandths (1/1,000) of a share of Preferred Stock Shares (or other shares, securities, cash securities or other assetsproperty, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the close of business on December 18, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the "Redemption Date"), (iii) the time at which immediately prior to the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year effective time of the merger of Merger Sub with and into the Company in accordance with Delaware law and pursuant to which the Board determines that no Tax Benefits may be carried forward Combination Agreement (the "Merger Date") (the earliest of clauses (i)-(ivi), (ii) or (iii) being herein referred to as the “"Expiration Date”)") or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject At any time which is both after the Distribution Date and prior to the earliest of (i) the Close of Business on December 27, 2024, (ii) the time at which the Rights are redeemed as provided in Section 7(e23 hereof, (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in clause (D) of the proviso to subclause (iv) of the definition of Beneficial Ownership in Section 1(c) hereof, at which time the Rights are terminated, (iv) the Business Day immediately following the Company’s 2022 annual meeting of shareholders (including any adjournment thereof) if this Agreement shall not have been approved, on or before such date, by the affirmative vote of the holders of a majority of the voting power present, in person or by proxy, and entitled to vote at a meeting of the Company’s shareholders duly held in accordance with the Declaration of Trust, the Company’s bylaws and Maryland law, and (v) the time after at which the Distribution Rights are exchanged as provided in Section 24 hereof (the earliest of (i), (ii), (iii), (iv) and (v) being the “Expiration Date”), the registered holder of any Rights Certificate may may, subject to the other provisions hereof, exercise the Rights evidenced thereby (except as otherwise provided hereinthereby, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to for the total number of one one-thousandths (1/1,000) Units of a share of Preferred Stock Share (or other shares, securities, cash securities or other assets, as the case may be) as to for which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinin this Agreement, including, without limitation, limitation the restrictions on exercisability set forth in Section 9(c7(e), Section 11(a)(iii11(a)(ii) and Section 23(a) hereof24(a)) in whole or in part at any time after the Distribution Date upon surrender presentation of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a for each share of Preferred Common Stock (or or, following a Triggering Event, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest earlier of (i) the later of (A) ___________, 2009 and (B) the date two (2) years after any Distribution Date occurring prior to ____________, 2009 (the later of such dates described in clauses (i)(A) and (i)(B) above in this Section 7(a) being referred to in this Agreement as the "Final Expiration Date, ") and (ii) the time at date on which the Rights are redeemed or exchanged as provided in Section 23 24 hereof (the earlier of such dates described in clauses (i) and (ii) above in this Section 24 7(a) being referred to in this Agreement as the "Expiration Date"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, (iiias of the date such Person becomes a record holder of shares of Common Stock, regardless of whether the legends provided for in Section 3(c) the time at which the Board determines that of this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business are reflected on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)certificate evidencing such Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one oneten-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on June 19, 2020 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof or (iv) the Close of Business on the day that the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits the Company’s good standing in its licenses, contracts, franchises and (iv) other regulatory approvals related to the Close operation of Business on the first day of a taxable year gaming and related businesses of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest or any of clauses (i)-(iv) being herein referred to as the “Expiration Date”)its Affiliates.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date and at or prior to the Close of business on the earlier of the Expiration Date or the Final Expiration Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices an office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment an amount in cash, in lawful money of the aggregate United States of America, by certified check or bank draft payable to the order of the Company, equal to the Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) for each Common Share as to which such surrendered Rights are then exercisableexercised, or, if applicable, the exercise price per Right specified in Sections 11(a)(ii) or 11(d) hereof, as the case may be, together with an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof; provided, however, that after the later of the first occurrence of a Triggering Event and the Distribution Date, in lieu of the cash payment payable to the Company referred to in this sentence, the registered holder of a Right Certificate evidencing exercisable Rights (which shall not include Rights that have become void pursuant to Section 11(a)(ii) hereof) may, at the option of the Company, exercise the Rights evidenced thereby in whole or prior in part in accordance with this Section 7(a) upon surrender of the Right Certificate as described above, together with the election to exercise such Rights duly completed. With respect to any Rights as to which such an election to exercise without payment of cash is made, the holder shall receive, upon exercise, a number of Common Shares or other securities, as the case may be, having a current per share market price (determined pursuant to Section 11(e) hereof as of the date of the first occurrence of any Triggering Event) equal to the time that is the earliest excess of (i) the Final Expiration Date, aggregate current per share market price of the Common Shares or other securities (determined pursuant to Section 11(e) hereof as of the date of the first occurrence of any Triggering Event) that would have been issuable upon payment of the cash amount as described above over (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines amount of cash that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of would have been payable to the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)upon exercise absent such election.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or shares of Common Stock, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest earlier of (i) the Final Expiration DateClose of Business on December 19, 2014, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board, the "FINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary Rights are exchanged (the "EXCHANGE DATE") as provided in Section 24 hereof or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to time at which the Board determines that no Tax Benefits may be carried forward Rights expire pursuant to Section 13(d) hereof (the earliest earlier of clauses (i)-(ivi), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”"EXPIRATION DATE").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, includingincluding Section 7(e), without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii11(a) and Section 23(a) hereof) 23), in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) for each Common Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is but not including the earliest of (i) the Final Expiration Date, (ii) the time at date on which all of the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the date on which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, or (iv) the consummation of a transaction contemplated by Section 13(e) hereof (the earliest of (i), (ii), (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofhereof or as otherwise provided in this Agreement, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share Preferred Share (or, following the occurrence of Preferred Stock (or a Triggering Event, Common Shares, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on March 28, 2024, or such later date as may be established by the Board as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the “Redemption Date”), and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward Rights are exchanged in full as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii), and (iii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and contained therein duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) one- hundredths of a share of Preferred Stock (or or, following the occurrence of a Triggering Event, Common Stock, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) 5:00 P.M., Atlanta, Georgia time, on February 16, 2009 (such date, the "Final Expiration Date"), (ii) the time at which all of the Rights are redeemed or exchanged as provided in Section 23 and or Section 24 hereof, respectively, or (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year all of the Company rights expire pursuant to which the Board determines that no Tax Benefits may be carried forward Section 13(d) hereof (the earliest of clauses (i)-(ivi), (ii) and (iii) being herein referred to as the “"Expiration Date”"). (b) The Purchase Price for each one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $25.00, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof and shall be payable in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) per one-hundredth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one-hundredths of a share of Preferred Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one-hundredths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of a Rights Certificate upon the occurrence of any purported assignment or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) 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. Section 8.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on August 13, 2021 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the Close of Business on the effective date of the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, or (ivv) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices stockholder services office of the Rights Agent or such office designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate applicable Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Series 4 Preferred Stock (or other sharesStock, securities, cash or other assets, as in the case may be) of a WorldCom Right, and one one-thousandth of a share of Series 5 Preferred Stock, in the case of a MCI Right, as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is close of business on the Expiration Date. The "Expiration Date", as used in this Agreement, shall be the earliest of (i) the Final Expiration DateDate (as defined below), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, or (iii) the time at which the Board determines that Rights are exchanged as provided in Section 24 hereof. The "Final Expiration Date," as used in this Agreement, shall be September 6, 2001. The Final Expiration Date of this Agreement is no longer necessary or desirable for shall not be extended beyond September 6, 2001, unless such extension has been approved by the preservation affirmative vote of Tax Benefits and (iv) the Close of Business on the first day holders of a taxable year majority of the Company votes entitled to be cast with respect thereto by all voting groups entitled to vote thereon, voting as a single class, at a meeting at which the Board determines that no Tax Benefits may be carried forward (the earliest a quorum of clauses (i)-(iv) being herein referred to as the “Expiration Date”)such shareholders is represented.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and contained therein duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) hundredths of a share of Preferred Stock (or or, following the occurrence of a Triggering Event, Common Stock, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) 5:00 P.M., Chicago, Illinois time, on October 31, 2009 (such date, the "Final Expiration Date"), (ii) the time at which all of the Rights are redeemed or exchanged as provided in Section 23 and or Section 24 hereof, respectively, or (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (ivRights expire pursuant to Section 13(d) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward hereof (the earliest of clauses (i)-(ivi), (ii) and (iii) being herein referred to as the “"Expiration Date”"). (b) The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $330.00, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof and shall be payable in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) per one one-hundredth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-hundredths of a share of Preferred Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of a Rights Certificate upon the occurrence of any purported assignment or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of assignment or election to purchase set forth on the reverse side of the Rights Certificate surrendered for such assignment or exercise, and (ii) 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. Section 8.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, Prior to the Rights Agent at the 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, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest earlier of (i) the Close of Business on November 19, 2016 if shareholder ratification of this Agreement has not been received on or prior to such time, (ii) the Close of Business on November 19, 2018 (the “Final Expiration Date”), (iiiii) the time at which the Rights are redeemed or as provided in Section 23 hereof, (iv) the time at which the Rights are exchanged as provided in Section 23 and Section 24 hereof, (iiiv) the time at which the Board of Directors determines that the NOLs are fully utilized or no longer available under Section 382, and (vi) the effective date of the repeal of Section 382 if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits (the earlier of (i), (ii), (iii), (iv), (v) and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivvi) being herein referred to as the “Expiration Date”), the registered holder of any Rights Certificate may, subject to the provisions of Sections 7(e), 9(c), and 9(f) hereof, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price (as hereinafter defined) for the number of Units of Series A Junior Participating Preferred Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) for which such surrendered Rights are then exercisable.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender presentation of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or such other shares, securities, cash number of shares or other assets, as the case may besecurities) as to which such surrendered the Rights are then exercisableexercised at any time after the Distribution Date, provided that such exercise also occurs at or prior to the time that is the earliest of (i) the close of business on the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof, or (iv) the time at which the Board determines that this Agreement is no longer necessary Rights are exchanged as provided in Section 24(c) hereof (the earliest time of (i), (ii), (iii), or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject As provided herein, each Right shall be exercisable to Section 7(e) hereofpurchase one-half of one Common Share, at any time after the Distribution Date, the subject to further adjustment. The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) for each Common Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the close of business on June 5, 2018, subject to extension (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the “Redemption Date”), and Section 24 hereof, (iii) the time at which such Rights are exchanged as provided in Section 24 hereof; provided, however, that if the Board determines that this Agreement is no longer necessary or desirable for number of Rights exercised would entitle the preservation of Tax Benefits and (iv) the Close of Business on the first day holder thereof to receive any fraction of a taxable year Common Share greater than one-half of a Common Share, then the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to which such holder), at a price in proportion to the Board determines that no Tax Benefits may Purchase Price, an additional fraction of a Common Share which, when added to the number of Common Shares to be carried forward (the earliest received upon such exercise, will equal an integral number of clauses (i)-(iv) being herein referred to as the “Expiration Date”)Common Shares.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or prior to the time that is the earliest of (i) the time immediately prior to the Effective Time (as defined in the Merger Agreement) (the “Effective Time”), but only if the Effective Time shall occur, (ii) the Close of Business on August 30, 2019 (the “Final Expiration Date”), (iiiii) the time at which the Rights are redeemed or as provided in Section 23 hereof (the “Redemption Date”), and (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof. The Company shall provide the Rights Agent with notice of the Effective Time, (iii) provided, however, that failure to notify the Rights Agent of the Effective Time shall not in any way effect the time at which the Board determines Rights cease to be exercisable pursuant to the foregoing sentence. Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofhereof or as otherwise provided in this Agreement, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share Preferred Share (or, following the occurrence of Preferred Stock (or a Triggering Event, Common Shares, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on [one year] (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the “Redemption Date”), and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward Rights are exchanged in full as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e), Section 7(f) and Section 14 hereof, at any time after the Distribution Date, the registered record holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(ii), Section 11(a)(iii), Section 23(a) and Section 23(a24(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by purpose, along with a Signature Guarantee signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest earlier of (i) the Close of business on December 14, 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which the Board determines that this Agreement is no longer necessary such Rights are exchanged as provided in Section 24 hereof, or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day consummation of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward transaction contemplated by Section 13(d) hereof (the earliest of clauses (i)-(ivi), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one for each one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid by such holder under Section 9(e) hereof, at or prior to any time which is both after the Distribution Date and before the time (the “Expiration Date”) that is the earliest of of: (i) the Final Expiration DateClose of Business on May 26, 2014, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the end of the calendar month in which occurs the final adjournment of the Company’s 2011 annual meeting of stockholders, if stockholder approval of this Plan has not been received at such meeting, (v) the repeal of Section 382 or any successor statute if the Board determines that this Agreement Plan is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, (ivvi) the Close of Business on the first day beginning of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward forward, or (the earliest of clauses (i)-(ivvii) being herein referred to such time as the “Board determines that a limitation on the use of the Tax Benefits under Section 382 would no longer be material to the Company. The Board shall at least annually consider whether to make the determination provided by Section 7(a)(vii) in light of all relevant factors, including, in particular, the amount and anticipated utilization of the Company’s Tax Benefits and the Company’s market capitalization. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Expiration Date”)Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes, prior to the Close of Business on May 26, 2014, that the Expiration Date has not occurred.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section Sections 9(c), Section 11(a)(iii11(a) (iii), 23(a) and Section 23(a24(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices designated office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to for the total number of one one-thousandths (1/1,000) halves of a share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or prior to the time that is the earliest of (i) the Close of Business on July 31, 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof or (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and all exercisable Rights are exchanged as provided in Section 24 hereof (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the such earliest of clauses (i)-(iv) date being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofhereof or as otherwise provided in this Agreement, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) hundredths of a share Preferred Share (or, following the occurrence of Preferred Stock (or a Triggering Event, Common Shares, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on April 1, 2022 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the “Redemption Date”), and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward Rights are exchanged in full as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to the provisions of Section 7(e11(a)(iii) hereof, at any time after the Distribution Dateof this Agreement, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share Preferred Share (or, following the occurrence of Preferred Stock (or a Triggering Event, Common Shares and/or other shares, securities, cash or other assetsproperty, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9 hereof by certified check, cashier's check, bank draft or money order payable to the order the Company at or prior to the time that is the earliest of the Close of Business on (i) November 30, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofof this Agreement (the "Redemption Date"), or (iii) the time at which the Board determines that such Rights are exchanged as provided in Section 24 of this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)Agreement.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Rights shall not be exercisable until, and shall become exercisable on, the Distribution Date. Subject to Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a11(a)(iii) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share Units of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the close of business on November 9, 2019, (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, (ivv) the Close close of Business business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (unless the reason for such determination that no Tax Benefits may be carried forward is that an Acquiring Person beneficially owns Common Stock that equals or exceeds four and nine-tenths percent (4.9%) of the Common Stock then outstanding), or (vi) the close of business on the first Business Day following the date on which the Inspectors of Election for the Company’s 2017 Annual Meeting of Stockholders certify that the vote on this Agreement at such meeting (with the required vote for such approval to be described in the Company’s proxy statement relating to such Annual Meeting) reflects that stockholder approval of the Agreement has not been received (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) and (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof), at any time after the Distribution Date, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c)Xxxxxxx 0, Section 11(a)(iiiXxxxxxx 00(x)(xxx) and Section 23(a) hereof23) in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal stock transfer office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths thousandth (1/1,0001/1000th) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest earlier of (i) the Close of Business on September 26, 2010 or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date being hereinafter referred to as the "Final Expiration Date, ") or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iiithe earlier of (i) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivii) being herein referred to as the “"Expiration Date”"). If at any time after the Rights become exercisable hereunder but prior to the Expiration Date the Company is prohibited by its Restated Articles of Incorporation from issuing Preferred Stock upon the exercise of all of the outstanding Rights, the Company may issue upon the exercise of the Rights shares of stock or other securities of the Company of equivalent value to the Preferred Stock ("Equivalent Stock"), as determined by the Board of Directors.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights represented thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Junior Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at any time which is both after the Distribution Date and at or prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the Board determines that termination of this Rights Agreement, this Rights Agreement is no longer necessary or desirable for shall terminate upon the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year earlier of the Company Expiration Date and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder (other than Rights which have become null and void pursuant to which the Board determines that no Tax Benefits may be carried forward (the earliest provisions of clauses (i)-(ivSection 11(a)(ii) being herein referred to as the “Expiration Date”hereof).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on November 25, 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the Close of Business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, or (ivv) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section the provisions of Sections 7(e) and 7(f) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender presentation of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestset forth in Section 26 hereof, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or such other shares, securities, cash securities or other assets, property as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on September 20, 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Rights are exchanged as provided in Section 24(c) hereof (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the such earliest of clauses (i)-(iv) time being herein referred to as the “"Expiration Date”"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section the provisions of Sections 7(e) and 7(f) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender presentation of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or such other shares, securities, cash securities or other assets, property as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Rights are exchanged as provided in Section 24(c) hereof (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the such earliest of clauses (i)-(iv) time being herein referred to as the “Expiration Date”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Section 23(b) and Section 23(a24(b) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) shares of a share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the time that is the earliest earlier of (i) 5:00 p.m., Eastern time, on July 29, 2021, or such earlier or later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be extended by the Board, the “Final Expiration Date”), and (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and or Section 24 hereof, hereof (iiithe earlier of (i) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivii) being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised hereunder (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender presentation of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or such other shares, securities, cash number of shares or other assets, as the case may besecurities) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the close of business on August 12, 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof or (iv) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Rights are exchanged as provided in Section 24(c) hereof (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the such earliest of clauses (i)-(iv) time being herein referred to as the “"Expiration Date”"). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to for the total number of one one-thousandths (1/1,000) hundredths of a share of Preferred Stock Share (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, bank draft or money order payable to the order of the Company, at or prior to the time that is the earliest earlier of (i) the Final Expiration Close of Business on the tenth anniversary of the Amendment Date (or such later date as may be established by the Board prior to the expiration of the Rights) (the “Plan Termination Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv“Exchange Date”) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivi), (ii) or (iii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part (except that no fraction of a Right may be exercised), at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on June 24, 2015 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the Board determines that this Agreement is no longer necessary “Exchange Date”) or desirable for the preservation of Tax Benefits and (iv) the Close of Business on June 24, 2008 if, and only if, this Agreement has not been approved on or prior to such date by the first day of a taxable year holders of the Company to which Common Shares of the Board determines that no Tax Benefits may be carried forward Corporation (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Early Termination Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths hundredths (1/1,0001/100) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on November 23, 2018 or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board of Directors, the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, or (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year anniversary of the Company date hereof, unless prior to which such time adoption of this Agreement has been ratified by the Board determines that no Tax Benefits may be carried forward Company’s stockholders in accordance with the approval requirements for stockholder action as set forth in the Company’s By-laws (the earliest of clauses (i)-(ivi), (ii) and (iii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate set forth on the reverse side thereof properly completed and the certificate contained therein duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to each surrendered Right for the total number of one one-thousandths (1/1,000) of a share of Preferred Stock shares (or other shares, securities, cash securities or other assetsproperty, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest earlier of (i) the close of business on March 25, 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward hereof (the earliest earlier of clauses (i)-(ivi) or (ii) being herein referred to as the “"Expiration Date”"). (b) The Purchase Price for each share of Common Stock pursuant to the exercise of a Right shall initially be $175, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13 hereof and shall be payable in accordance with paragraph (c) below. (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase set forth on the reverse side thereof and the certificate contained therein duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price for the shares (or other shares, securities or property, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Common Stock (or make available, if the Rights Agent is the transfer agent for the Common Stock) certificates for the total number of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests subject to applicable law, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares of Common Stock in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts for shares of Common Stock, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) 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. Section 8.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) shares of a share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Final Expiration DateClose of Business on Mxxxx 00, 0000, (iixx) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(d)(ii)(A)(z) and 13(f) at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability as set forth in Section 9(c), Section 11(a)(iii) and Section 23(a11(a)(iii) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or or, following the occurrence of a Triggering Event, Common Stock, other shares, securities, cash cash, or other assets, as the case may be) as to which such surrendered Rights are then exercisableexercisable and an amount equal to any tax or charge required to be paid under Section 9 hereof, at or prior to the time that is the earliest of (i) the Close of Business on March 21, 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, and (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward Rights are exchanged in full as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii), and (iii) being herein referred to as as, the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e), Section 7(f) and Section 14 hereof, at any time after the Distribution Date, the registered record holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(ii), Section 11(a)(iii), Section 23(a) and Section 23(a24(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by purpose, along with a Signature Guarantee signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest earlier of (i) the Close of business on May 31, 2016 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the "Redemption Date"), (iii) the time at which the Board determines that this Agreement is no longer necessary such Rights are exchanged as provided in Section 24 hereof, or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day consummation of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward transaction contemplated by Section 13(d) hereof (the earliest of clauses (i)-(ivi), (ii), (iii) and (iv) being herein referred to as the “"Expiration Date”").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one onefive-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on August 1, 2022 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(c)(ii)(A)(z) and 13(f) at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofhereof or as otherwise provided in this Agreement, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) one- hundredths of a share Preferred Share (or, following the occurrence of Preferred Stock (or a Triggering Event, Common Shares, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on July 23, 2023 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the “Redemption Date”), and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward Rights are exchanged in full as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on April 1, 2021 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(e)(ii)(A)(z) hereof, at which time the Rights are terminated or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof. Except for those provisions herein that expressly survive the termination of this Agreement, (iii) the time at which the Board determines that this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, in the restrictions on exercisability set forth in Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or Common Stock, other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the time that is the earliest of (i) the Final Expiration DateClose of Business on November 16, 2023; (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, ; (iii) the time at which the Rights are exchanged as provided in Section 24 hereof; (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated; and (v) the Close of Business on the date set by the Board determines following a determination by the Board that (x) this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and or (ivy) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may are available to be carried forward or are otherwise available (the earliest of clauses (i)-(ivi) – (v) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on July 31, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the time at which the Company’s Board of Directors, in its sole discretion, determines that this Agreement Plan is no longer necessary or desirable for the preservation of Tax Benefits and tax benefits due to the repeal of Section 382 or any successor statute, or any other change, (ivv) the Close time at which the Company’s Board of Business on Directors, in its sole discretion, determines that the first day Plan and the Rights are no longer necessary for the preservation or existence of a taxable year income tax benefits or are no longer in the best interests of the Company and its stockholders or (vi) immediately prior to which the Board determines that no Tax Benefits may be carried forward consummation of the Merger (the earliest of the dates set forth in clauses (i)-(iv) being herein referred to as iv), (v), and (vi), the “Early Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Series C Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on October 23, 2012 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the Board repeal of Section 382 or any successor statute, or any other change, if the Board, in its sole discretion, determines that this Agreement Plan is no longer necessary or desirable for the preservation of Tax Benefits tax benefits, (v) October 25, 2010 if Stockholder Approval has not been obtained prior to such date or (vi) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Plan and (iv) the Close Rights are no longer necessary for the preservation or existence of Business on income tax benefits or are no longer in the first day of a taxable year best interests of the Company to which the Board determines that no Tax Benefits may be carried forward and its stockholders (the earliest of the dates set forth in clauses (i)-(iv) being herein referred to as iv), (v), and (vi), the “Early Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate exercise on the reverse side thereof properly completed and duly executed, to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total for each share of Common Stock (or, if applicable, such other number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, other securities, or cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on the tenth anniversary of the Record Date (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged redeemed, as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged, as provided in Section 24 hereof (the “Exchange Date”), (iv) the Close of Business on the effective date of the repeal of Section 382 if the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and the NOLs, or (ivv) the Close of Business on the first day of a taxable year of the Company to time at which the Board determines that the NOLs are fully utilized or no Tax Benefits longer available under Section 382 or that an ownership change under Section 382 would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes. Except as set forth in Section 7(e) below, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may be carried forward (exercise all of the earliest rights of clauses (i)-(iv) being herein referred a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement as of the “Expiration Date”)date such Person becomes a record holder of shares of Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Series X Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on July 21, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the Board determines that termination of this Agreement, this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a for each share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at any time which is both after the Distribution Date and at or prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the Board determines that termination of this Rights Agreement, this Rights Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(cthis Plan), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office designated for such purposes of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on February 2, 2013 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the Board repeal of Section 382 or any successor statute, or any other change, if the Board, in its sole discretion, determines that this Agreement Plan is no longer necessary or desirable for the preservation of Tax Benefits tax benefits, (v) February 2, 2011 if Stockholder Approval has not been obtained prior to such date, in which event the Company shall notify the Rights Agent promptly thereafter or (vi) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Plan and (iv) the Close of Business on Rights are no longer in the first day of a taxable year best interests of the Company to which the Board determines that no Tax Benefits may be carried forward and its stockholders (the earliest of the dates set forth in clauses (i)-(iv) being herein referred to as iv), (v), and (vi), the “Early Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Dateor as otherwise provided in this Rights Agreement, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole at any time or in part from time to time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the offices 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, purposes together with payment of the aggregate Purchase Price (defined below), or portion thereof, as applicable, with respect to the total number of one one-thousandths each Unit or Units (1/1,000) of a share of Preferred Stock (and/or other securities or other shares, securities, cash or other assets, as the case may beproperty in lieu thereof) as to which such surrendered the Rights are then exercisableexercised, subject to adjustment as hereinafter provided, at or prior to the time that is Close of Business on the earliest of (i) the earlier of (x) the first anniversary of the date hereof or (y) the effective time of the merger of the Company into another corporation holding the Company’s owned real estate assets in which the surviving corporation’s charter contains usual and customary excess share provisions associated with real estate investment trusts as defined in Section 856 of the Code (this date, the “Final Expiration Date”), (ii) the time at date on which all of the Rights are redeemed as provided in Section 23 (this date, the “Expiration Date”) or (iii) the date on which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)24.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a for each share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the Company, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on September 1, 2019 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the Board determines that termination of this Rights Agreement, this Rights Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. 7.1 The registered holder of any Right Certificate (a) Subject other than a holder whose Rights have become void pursuant to Section 7(e11.1.2, have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) hereof, may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (Share represented by a Right that is exercised and an amount equal to any applicable transfer tax or other sharescharges required to be paid pursuant to Section 9, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in pursuant to Section 23 and Section 24 hereof23, (iii) the time at which the Board determines that this Agreement is no longer necessary Rights are exchanged pursuant to Section 24 or desirable for the preservation of Tax Benefits and (iv) the Close of time, which shall not be earlier than the ninetieth (90th) Business on Day after the first day commencement of a taxable year Qualifying Offer, at which a Person accepts, pursuant to such Qualifying Offer, for purchase or exchange at the same per share consideration such number of Common Shares as would represent, following such acceptance for purchase or exchange by such Person, more than two-thirds of the Company Common Shares then outstanding on a fully diluted basis (excluding from the calculation of the number of Common Shares accepted for purchase or exchange by such Person any Common Shares Beneficially Owned by such Person or its Affiliates and Associates immediately prior to which the Board determines that no Tax Benefits may be carried forward such acceptance for purchase or exchange) (the earliest of clauses (i)-(iv) being herein referred to as the “Qualifying Offer Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) hundredths of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on June 17, 2022 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(e)(ii)(A)(z) and 13(f) at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become void pursuant to Section 11(a)(ii) hereof, that have been redeemed pursuant to Section 23 hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, request together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on August 28, 2024 (the “Final Expiration Date”) or such later date as may be established by the Board of Directors of the Company prior to the expiration of the Rights, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which the Board determines that this Agreement is no longer necessary closing of any merger or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of other acquisition transaction involving the Company pursuant to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).an

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) shares of a share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the "Expiration Date") that is the earliest of (i) the Close of Business on August 28, 2017 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the "Redemption Date"), (iii) the time closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(d)(ii)(A)(z) and 13(f) at which time the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).Rights are terminated, or

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become null and void pursuant to Section 11(a)(ii) hereof or that have been redeemed pursuant to a Section 24 Redemption) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one oneten-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Final Expiration DateClose of Business on Xxxxx 00, 0000, (iixx) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(d)(ii)(A)(z) hereof, at which time the Rights are terminated, (iv) the time at which the Board determines that this Agreement is no longer necessary such Rights are redeemed pursuant to a Section 24 Redemption or desirable for the preservation of Tax Benefits and (ivv) the Close of Business on the first day of a taxable year following the certification of the Company voting results of the Company’s 2020 annual meeting of stockholders, or any adjournment thereof, if at such annual meeting or adjournment thereof, a proposal to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)approve this Agreement has not been approved by stockholderes.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 3(a), Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a11(a)(iii) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and hereof, (ii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 24 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iii) the time at which close of business on the effective date of the repeal of Section 382 of the Code or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, (iv) the Close close of Business business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward forward, (v) the close of business on June 7, 2013, provided that, prior to such date, the Board of Directors may determine to extend this Agreement to a date not later than the close of business on the third anniversary of the date of this Agreement as long as such extension is submitted to the stockholders of the Company for ratification at the 2013 Annual Meeting of Stockholders, or (vi) the close of business on the first Business Day following the date on which the Inspectors of Election for the Company’s 2013 Annual Meeting of Stockholders certify that the vote on this Agreement at such meeting (with the required vote for such approval to be described in the Company’s proxy statement relating to such Annual Meeting) reflects that stockholder approval of the Agreement has not been received (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) and (vi) being herein referred to as the “Expiration Date”); provided, however, that in connection with any exercise effected pursuant to this Section 7, the Board of Directors may (but shall not be required to) determine that a holder of Rights shall not be entitled to receive shares of Preferred Stock that would result in such holder, together with such holder’s Affiliates and Associates, becoming the Beneficial Owner of more than 4.9% of the total number of shares of Stock then-outstanding (treating all shares of Stock as a single class). If a holder would, but for the previous sentence, be entitled to receive a number of shares that would otherwise result in such holder, together with such holder’s Affiliates and Associates, becoming the Beneficial Owner of in excess of 4.9% of total number of shares of Stock then-outstanding (such shares, the “Excess Shares”), in lieu of receiving such Excess Shares, such holder will be entitled to receive an amount in (1) cash, (2) debt securities of the Company, (3) other assets, or (4) any combination of the foregoing, having an aggregate value equal to the Current Market Price per share of the Preferred Stock (as determined pursuant to Section 11(d) hereof) at the close of business on the trading day following the date of exercise multiplied by the number of Excess Shares that would otherwise have been issuable to such holder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Final Close of Business on December 19, 2022 (the “Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which the Board determines that this Agreement is no longer necessary such Rights are exchanged as provided in Section 24 hereof, or desirable for the preservation of Tax Benefits and (iv) the Close of Business on time at which the first day Rights expire in connection with the consummation of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivQualifying Offer as provided in Section 23(d) being herein referred to hereof. From such time as the “Expiration Date”)Rights are no longer exercisable hereunder, the Rights Agent shall have no further duties, obligations or liabilities hereunder except as expressly stated herein.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, herein including without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate exercise on the reverse side thereof properly completed and duly executed, to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or, if applicable, such other number of shares or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest earlier of (i) the close of business on January 5, 2005 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (iii) the such earlier time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “"Expiration Date”"). Any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e11(a)(ii) hereof, the Rights shall become exercisable, and may be exercised to purchase Preferred Stock, except as otherwise provided herein, in whole or in part at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to each Right exercised, subject to adjustment as hereinafter provided, and an amount equal to any tax or charge required to be paid under Section 9(d) hereof, by certified check, cashier’s check, bank draft or money order payable to the total number order of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisableCompany, at or prior to the time that is Close of Business on the earliest earlier of (i) November 9, 2016 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (such date being herein referred to as the “Redemption Date”) or (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward all such Rights are exchanged as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii) and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(cthis Agreement), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly and properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by purpose, along with a Signature Guarantee signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9 hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or prior to the time that is the earliest of (i) the Final Expiration DateClose of Business on August 23, 2013 (the “FINAL EXPIRATION DATE”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “REDEMPTION DATE”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the Board determines that termination of this Agreement, this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the close of business on November 12, 2016 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, or (ivv) the Close close of Business business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on November 1, 2024 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(c)(ii)(A)(z) and 13(f) at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, herein including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Section 23(b) and Section 23(a24(b) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the time that is the earliest earlier of (i) 5:00 P.M., New York City time, on June 8, 2015, or such earlier or later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be extended by the Board, the “Final Expiration Date”), and (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (iiithe earlier of (i) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivii) being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised hereunder (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(esubsection (e) hereof, at any time after the Distribution Dateof this Section, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii11(a) (iii) and Section 23(a23(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate set forth on the reverse side thereof properly completed and the certificate contained therein duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose accompanied by purpose, along with a Signature Guarantee signature guarantee and such other and further documentation as the Rights Agent and the Company may reasonably request, together with payment of the aggregate Purchase Price (except as provided in Section 11(q) hereof) with respect to each surrendered Right for the total number of one one-thousandths (1/1,000) of a share of Preferred Stock Share Fractions (or other shares, securities, cash Common Shares or other assetssecurities or property, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest earlier of (i) the close of business on May 27, 2003 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward hereof (the earliest earlier of clauses (i)-(ivi) or (ii) being herein referred to as the “"Expiration Date”)") .

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofhereof or as otherwise provided in this Agreement, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share Preferred Share (or, following the occurrence of Preferred Stock (or a Triggering Event, Common Shares, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on November 8, 2021 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the “Redemption Date”), and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward Rights are exchanged in full as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices designated office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or prior to the time that is the earliest of (i) the Close of Business on September 9, 2019 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the Board determines that termination of this Agreement, this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to each surrendered Right for the total number of one one-thousandths (1/1,000) of a share of Preferred Stock Shares (or other shares, securities, cash securities or other assetsproperty, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the close of business on the tenth anniversary of the effective date of this Agreement (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the "Redemption Date") (the earlier of (i) and Section 24 hereof, (ii) being herein referred to as the "Expiration Date") and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Notwithstanding anything herein to the Board determines that this Agreement contrary, the Rights will lapse and be of no further effect if there is no longer necessary or desirable for not on file with the preservation of Tax Benefits Securities and (iv) Exchange Commission prior to August 31, 1999 an effective Form S-1 Registration Statement relating to the Close of Business on the first day of a taxable year initial public offering of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)Company's Common Shares.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Rights Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) hundredths of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Rights Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on September 25, 2022 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(e)(ii)(A)(z) and 13(f) at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability as set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon the surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisableexercisable and an amount equal to any tax or charge required to be paid under Section 9(e) below, at or prior to the time that is the earliest of (i) the Close of Business on July 24, 2020 (if and only if Stockholder Approval has been obtained on or prior to the final adjournment of the annual meeting of the stockholders of the Company scheduled to be held in 2018) (the “Final Expiration Date”), (ii) the date of the final adjournment of the annual meeting of the stockholders of the Company scheduled to be held in 2018 (if and only if Stockholder Approval has not been obtained on or prior to such 8. date), (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iiiiv) the time at which all of the Rights (other than the Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (v) the time at which the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, or (ivvi) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) and (vi) being herein referred to herein as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one oneten-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, exercisable at or prior to the time that is the earliest earlier of (i) 5:00 P.M., New York City time, on October 3, 2017, or such later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be extended by the Board, the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Rights may be exchanged as provided in Section 24 hereof, (iv) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that this Agreement is no longer necessary or desirable for the preservation of the Tax Benefits and Benefits, or (ivv) the Close close of Business business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward forward, or (vi) immediately following the final adjournment of the 2015 meeting of the shareholders of the Company if shareholder approval of this Agreement has not been received prior to such time (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate exercise on the reverse side thereof properly completed and duly executed, to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total for each share of Common Stock (or, if applicable, such other number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, other securities, or cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the close of business on the tenth anniversary of the Record Date (the “Final Expiration Date”), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged, as provided in Section 24 hereof (the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv“Exchange Date”) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) The Final Expiration Date, the Redemption Date, and the Exchange Date being herein hereinafter referred to as the “Expiration Date”). Except as set for in Section 7(e) below, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement as of the date such Person becomes a record holder of shares of Common Stock.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9 hereof, by certified check, cashier’s check or money order payable to the order of the Company, at or prior to the time that is the earliest of (i) the Close of Business on March 25, 2010 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the repeal of Section 382 or any successor statute, or any other change, if the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and tax benefits, (ivv) the Close of Business on the first day beginning of a taxable year of the Company to which the Board determines that no Tax Benefits tax benefits may be carried forward and no built-in losses may be recognized, or (vi) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Rights Agreement and the Rights are no longer in the best interests of the Company and its stockholders (the earliest of the dates set forth in clauses (i)-(iviv), (v) being herein referred to as and (vi), the “Early Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on October 3, 2016 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and such Rights are exchanged as provided in Section 24 hereof, (iv) if Stockholder Approval has not been obtained on or prior to October 3, 2014, the Close of Business on October 3, 2014 (the first “Early Expiration Date”) or (v) the time, which shall not be earlier than the hundredth (100th) day after the commencement of the Qualifying Offer, at which a taxable year Person, together with such Person’s Affiliates and Associates, accepts, pursuant to the Qualifying Offer, for purchase or exchange at the same per share consideration such number of Common Shares of the Company to which as would represent, following such acceptance for purchase or exchange and together with any Common Shares owned by such offeror(s), more than 50% of the Board determines that no Tax Benefits may be carried forward Common Shares of the Company then outstanding on a fully diluted basis (the earliest of clauses (i)-(iv) being herein referred to as the “Qualifying Offer Expiration Date”). From such time as the Rights are no longer exercisable hereunder, the Rights Agent shall have no further duties, obligations or liabilities hereunder except as expressly stated herein.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the close of business on July 31, 2019 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, (ivv) the Close close of Business business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward forward, or (vi) the first anniversary of adoption of the Agreement if shareholder approval of the Agreement has not been received by or on such date (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) and (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one oneten-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) December 1, 2020 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and such Rights are exchanged as provided in Section 24 hereof, (iv) the Close time at which the Independent Directors determine that the NOLs are utilized in all material respects or that an ownership change under Section 382 would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of Business on the NOLs that could be used by the Company in any particular time period, for applicable tax purposes, (v) the first day anniversary of the execution of this Agreement if Stockholder Approval has not been obtained prior to such date, (vi) a taxable year determination by the Independent Directors, prior to the Distribution Date, that this Agreement and the Rights are no longer in the best interests of the Company to which the Board determines that no Tax Benefits may be carried forward and its stockholders (the earliest of the dates set forth in clauses (i)-(iviv), (v)and (vi) being herein referred to as the “Early Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed and properly completed and duly executedcompleted, to the Rights Agent at the offices designated office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) hundredths of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or governmental charge required to be paid under Section 9 hereof by certified check, cashier’s check or money order payable to the order of the Company at or prior to the time that is the earliest of (i) the Close of Business on July 27, 2009 (the “Expiration Date”), (ii) the time at which a Person, together with such Person’s Affiliates and Associates, purchases more than 50% of the Unaffiliated Shares of the Company pursuant to a Permitted Offer (the “Permitted Offer Expiration Date”), (iii) the time at which the merger of RS Merger Wedge, Inc., a wholly owned subsidiary of the Company, with and into Allied becomes effective (the “Merger Expiration Date,” and the earliest of the Expiration Date, the Permitted Offer Expiration Date and the Merger Expiration Date, the “Final Expiration Date”), (iiiv) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (v) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the close of business on March 27, 2025 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which all of the Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Class A Common Stock as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, (ivv) the Close close of Business business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward forward, or (vi) the first anniversary of adoption of the Agreement if shareholder approval of the Agreement has not been received by or on such date (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) and (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock Share (or Common Shares, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on June 1, 2013 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof23, (iii) the time at which such Rights are exchanged pursuant to Section 24, (iv) the Close of Business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, (ivv) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward forward, and (vi) June 1, 2010 if Shareholder Approval has not been obtained by such date (the earliest of clauses (i)-(ivi), (ii), (iii), (iv), (v) and (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one oneten-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on December 29, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(d)(ii)(A)(z) hereof, at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e11(a)(ii) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (shall become exercisable, and may be exercised to purchase Preferred Stock, except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time on or after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to each Right exercised, subject to adjustment as hereinafter provided, and an amount equal to any tax or charge required to be paid under Section 9(d) hereof, by certified check, cashier’s check, bank draft or money order payable to the total number order of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisableCompany, at or prior to the time that is Close of Business on the earliest earlier of (i) September 6, 2010 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (such date being herein referred to as the “Redemption Date”) or (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward all such Rights are exchanged as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii) and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Rights Agreement, this Rights Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock Share (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(c)(ii)(A)(z) and 13 of this Agreement at which time the Rights are terminated or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(cthis Agreement), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly and properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by purpose, along with a Signature Guarantee signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under Section 9 hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or prior to the time that is the earliest of (i) the Close of Business on September 30, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the Board determines that termination of this Agreement, this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, herein including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the time that is the earliest earlier of (i) 5:00 P.M., Tampa, Florida time, on January 18, 2013, or such earlier or later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be extended by the Board, the “Final Expiration Date”), and (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (iiithe earlier of (i) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivii) being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised hereunder (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, herein including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof)) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on November 23, 2021 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof23, (iii) the time at which such Rights are exchanged pursuant to Section 24, (iv) the Close of Business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, (ivv) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward and (vi) the Close of Business on the date on which the Board of Directors of the Company determines that this Agreement is no longer in the best interests of the Company and its stockholders (the earliest of clauses (i)-(ivi), (ii), (iii), (iv), (v) and (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become void pursuant to Section 11(b) or that have been exchanged pursuant to Section 24) may, subject to Section 11(b), exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices 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, purposes together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a one share of the Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on May 18, 2020 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof(the “Redemption Date”), (iii) the time closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(d)(ii)(A)(z) and Section 13(f) at which time the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Rights are terminated, (iv) the Close time at which such Rights are exchanged as provided for in Section 24, or (v) if Stockholder Approval has not been obtained at the annual meeting of Business on the first day of a taxable year stockholders of the Company to which held in 2017 (including any adjournment of such meeting), provided that this Agreement shall automatically terminate, and the Board determines that no Tax Benefits may be carried forward Rights shall automatically expire, if Stockholder Approval is not obtained at the 2017 annual meeting (the earliest including any adjournment of clauses (i)-(iv) being herein referred to as the such meeting). For purposes of this Agreement, “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Series A Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on July 21, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein which expressly survive the Board determines that termination of this Agreement, this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e‎ ‎Section 9(e) hereof, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, herein including the restrictions on exercisability set forth in Section ‎ ‎Section 7(e), ‎ ‎Section 9(c), Section ‎ ‎Section 11(a)(iii), ‎ ‎Section 23(b) and Section 23(a‎ ‎Section 24(b) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) shares of a share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisableexercised, and an amount equal to any tax or charge required to be paid under ‎Section 9(e), at or prior to the time that is the earliest earlier of (i) 5:00 P.M., New York City time, on May 7, 2023, or such later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be extended by the Board, the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 Redemption Date and Section 24 hereof, (iii) the time at which the Board determines that right to exercise the Rights terminates as provided in ‎Section 24 hereof. Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement is no longer necessary or desirable for shall terminate upon the preservation earlier of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Final Expiration Date”, the Redemption Date and such time as all outstanding Rights have been exercised hereunder (other than Rights which have become null and void pursuant to the provisions of ‎ ‎Section 7(e) hereof).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on February 3, 2016 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(c)(ii)(A)(z) and 13(f) at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e11(a)(ii) hereof, at any time after the Distribution Date, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on September 17, 2016 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the repeal of Section 382 or any successor statute, or any other change, if the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and tax benefits, (ivv) the Close of Business on the first day beginning of a taxable year of the Company to which the Board determines that no Tax Benefits tax benefits may be carried forward forward, or (vi) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Rights Agreement and the Rights are no longer in the best interests of the Company and its stockholders (the earliest of the dates set forth in clauses (i)-(iv) being herein referred to as iv), (v), and (vi), the “Early Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) and Section 27 hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one oneten-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the close of business on December 31, 2012, (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which all of the Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 27 hereof, (iv) the close of business on the effective date of the repeal of Section 382 or any successor statute if the Board of Directors of the Company determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, (ivv) the Close close of Business business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward forward, or (vi) the first anniversary of adoption of this Agreement if stockholder approval of this Agreement has not been received by or on such date (the earliest of clauses (i)-(ivi) and (ii) and (iii) and (iv) and (v) and (vi) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofhereof or as otherwise provided in this Agreement, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) hundredths of a share Preferred Share (or, following the occurrence of Preferred Stock (or a Triggering Event, Common Shares, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on July 23, 2023 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the “Redemption Date”), and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward Rights are exchanged in full as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the The registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or prior to the time that is the earliest of (i) the Close of Business on August 27, 2015 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) if Stockholder Approval has not been obtained on or prior to August 26, 2013, the Board determines that this Agreement is no longer necessary or desirable for Close of Business on August 26, 2013 (the preservation of Tax Benefits “Early Expiration Date”) and (iv) the Close time, which shall not be earlier than the 100th day after the commencement of Business on the first day Qualifying Offer, at which a Person, together with such Person’s Affiliates and Associates, accepts for purchase or exchange at the same per-share consideration more than 50% of a taxable year the Common Shares of the Company to which the Board determines that no Tax Benefits may be carried forward then outstanding on a fully diluted basis) (the earliest of clauses (i)-(iv) being herein referred to as the “Qualifying Offer Expiration Date”). From such time as the Rights are no longer exercisable hereunder, the Rights Agent shall have no further duties, obligations or liabilities hereunder except as expressly stated herein.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofhereof or as otherwise provided in this Agreement, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) ), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof contained therein properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share Preferred Share (or, following the occurrence of Preferred Stock (or a Triggering Event, Common Shares, other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Close of Business on September 28, 2021 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the “Redemption Date”), and Section 24 hereof, (iii) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward Rights are exchanged in full as provided in Section 24 hereof (the earliest of clauses (i)-(ivi), (ii), and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may that have become void pursuant to Section 11(b) or that have been exchanged pursuant to Section 24) may, subject to Section 11(b), exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent 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 requestpurposes, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a one share of the Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on May 8, 2028 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof(the “Redemption Date”), (iii) the time closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(d)(ii)(A)(z) and Section 13(f) at which time the Board determines that this Agreement is no longer necessary Rights are terminated, or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to time at which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to such Rights are exchanged as the “Expiration Date”)provided for in Section 24.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, herein including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii), Section 23(b) and Section 23(a24(b) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the time that is the earliest earlier of (i) 5:00 P.M., New York City time, on March 2, 2012, or such earlier or later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be extended by the Board, the “Final Expiration Date”), and (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, hereof (iiithe earlier of (i) the time at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(ivii) being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised hereunder (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, herein including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock Share (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the time that is the earliest of (i) 5:00 P.M., New York, New York time, on September 29, 2019 or such later date as may be established by the Board prior to the expiration of the Rights as long as the extension is submitted to the shareholders of the Company for ratification at the next succeeding annual meeting of the shareholders of the Company (such date, as it may be extended by the Board, the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time at which the Rights may be exchanged as provided in Section 24 hereof, (iv) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that this Agreement Plan is no longer necessary or desirable for the preservation of Tax Benefits and Benefits, or (ivv) the Close close of Business business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no material Tax Benefits may be carried forward sufficient to justify continued restrictions on transfer (the earliest of clauses (i)-(ivi) – (v) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one oneten-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on June 2, 2020 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(d)(ii)(A)(z) hereof, at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof. Except for those provisions herein that expressly survive the termination of this Agreement, (iii) the time at which the Board determines that this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e11(a)(ii) hereof, at any time after the Distribution Date, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part part, at any time after the Distribution Date, upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices principal office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestAgent, together with payment of the aggregate Purchase Price with respect to the total number of for each one one-thousandths (1/1,000) thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) Share as to which such surrendered the Rights are then exercisableexercised, at or prior to the time that is the earliest of (i) the Close of Business on June 19, 2016 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereofhereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the repeal of Section 382 or any successor statute, or any other change, if the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and tax benefits, (ivv) the Close of Business on the first day beginning of a taxable year of the Company to which the Board determines that no Tax Benefits tax benefits may be carried forward forward, or (vi) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Rights Agreement and the Rights are no longer in the best interests of the Company and its stockholders (the earliest of the dates set forth in clauses (i)-(iv) being herein referred to as iv), (v), and (vi), the “Early Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereofExcept as otherwise provided herein, at any time after the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights Certificate may exercise the Rights evidenced thereby (that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, including, without limitation, exercise the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) Rights evidenced thereby in whole or in part upon surrender of the Rights Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices office or agency of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or any time which is both after the Distribution Date and prior to the time TABLE OF CONTENTS​ (the “Expiration Date”) that is the earliest of (i) the Close of Business on June 17, 2020 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the Board of Directors of the Company determination not to pursue any Strategic Transaction, (iv) the approval of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1(c)(ii)(A)(z) and 13(f) or other strategic transaction (as determined by the Board of Directors of the Company) by the requisite stockholders, or (v) the time at which such Rights are exchanged as provided in Section 23 and Section 24 hereof. Except for those provisions herein which expressly survive the termination of this Agreement, (iii) the time at which the Board determines that this Agreement is shall terminate at such time as the Rights are no longer necessary or desirable for the preservation of Tax Benefits and (iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”)exercisable hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent 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 requestpurpose, together with payment of the aggregate Purchase Price with respect to the total number for each one-tenth of one one-thousandths (1/1,000) of a share of Preferred Common Stock (or other shares, securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Final Expiration Date, or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 hereof (the "Redemption Date") and Section 24 hereof, (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (such earliest date being referred to herein as the Board determines "Expiration Date"); provided, however, that this Agreement is no longer necessary or desirable for if the preservation number of Tax Benefits and (iv) Rights exercised would entitle the Close of Business on the first day holder thereof to receive any fraction of a taxable year Common Share greater than one-tenth of one share, the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to which such holder), at a price in proportion to the Board determines that no Tax Benefits may Purchase Price, an additional fraction of a Common Share which, when added to the number of Common Shares to be carried forward (the earliest received upon such exercise, will equal an integral number of clauses (i)-(iv) being herein referred to as the “Expiration Date”)Common Shares.