Common use of Form of Right Certificates Clause in Contracts

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Series A Preferred Shares Shares, exercise notice and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, which do not affect the rights, duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandth of a share of Series A Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a Series A Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of such one one-hundredths the securities purchasable (or other consideration to be made available) upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms form of assignment, certification assignment and the form of election to purchase Preferred Shares and certificate to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Declaration Date, as of show the date of issuance of such Common Stock) countersignature, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the a price of $65 per one each one-hundredth of a Preferred Share set forth therein share (the "Purchase Price"), but the number amount and type of such one one-hundredths securities issuable upon the exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto if the Company elects to issue physical certificates, and may have such changes or marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedFinancial Industry Regulatory Authority, or to conform to usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one oneten-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one oneten-hundredth thousandth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one oneten-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein. Notwithstanding anything contrary provided herein, the Company may elect to maintain the Rights in book-entry form rather than issuing Rights Certificates.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting interdealer quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage, provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of the Rights Agent. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form attached as Exhibit B hereto B, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate but which do not affect the duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or any securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Sections Section 11 and 22 hereofSection 22, the Right Certificates whenever distributedthat are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall be dated as of the date respective dates of issuance of such Common Stock) , and in either case on their face faces shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price set forth therein (such purchase price per one one-hundredth of a Preferred Share set forth therein (share, the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification identi fication or designation and such legends, summaries or endorsements en dorsements printed thereon as the Company may deem appropriate appro priate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, which are distributed in respect of shares of Common Stock which were issued and outstanding as of the Record Date, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certifi cates which are distributed in respect of othex xxxres of Common Stock shall be dated as of the date respective dates of issuance of such Common Stock) , and in each such case on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-one- hundredth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number and type of such one one-hundredths secu rities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares, certificate and assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, which are distributed in respect of shares of Common Stock which were issued and outstanding as of the Record Date, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit B hereto A, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, but which do not affect the duties, rights or responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or any securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereofSection 22, the Right Certificates whenever distributedthat are issued in respect of Company Securities that were issued and outstanding as of the Record Date, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certificates that are issued in respect of other Company Securities shall be dated as of the date respective dates of issuance of such Common Stock) Company Securities, and in either case on their face faces shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share Common Shares as shall be set forth therein at the price per one one-hundredth of a Preferred Common Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share Common Shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms form of assignment, certification and election to purchase Preferred Shares Shares, the form of assignment and the form of certification to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 7, 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as defined in Section 7(b)), but the number of such one one-one- hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights or duties of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ National Market or of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. The Right Certificates shall be in machine-printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections Section 11 and 22 Section 21 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of shall show the date of issuance of such Common Stock) countersignature, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares of Preferred Stock (or following a Preferred Share Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Series A Preferred Shares Shares, exercise notice and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, which do not affect the duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandth of a share of Series A Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a Series A Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number amount and type of such one one-hundredths the securities purchasable (or other consideration to be made available) upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates -------------------------- (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form attached as Exhibit B hereto B, --------- and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate but which do not affect the duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or any securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Sections Section 11 and 22 hereofSection 22, the Right Certificates whenever distributedthat are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall be dated as of the date respective dates of issuance of such Common Stock) , and in either case on their face faces shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price set forth therein (such purchase price per one one-hundredth of a Preferred Share set forth therein (share the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Rights may be issued in certificated or uncertificated form, and after the Distribution Date, any Rights issued in certificated form shall be represented by Right Certificates (and the forms of assignment, certification and election to purchase Series A Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit B hereto and to this Agreement. Right Certificates may have be issued with such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange exchange, trading market or transaction reporting automated quotation system on which the Rights Right Certificates may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereofof this Agreement, the any Right Certificates whenever distributed, evidencing Rights associated with Common Shares outstanding on the Record Date shall be dated as of the Record Date (or in the case of Date, any Rights issued associated with respect to Common Shares issued by the Company after the Record Date, as of Date shall be dated the date of issuance of such Common Stock) and Shares, and, in any case, each Right Certificate on their face its shall entitle the holders holder thereof to purchase such number of one one-hundredths (0.01) of a Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementPlan (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date, whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths one- thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $25.00, as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or obligations of the Rights Agent as set forth in this Agreement) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one oneten-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one oneten-hundredth thousandth of a Preferred Share share as set forth therein (the "Purchase Price"), but the number and identity of such one one-hundredths of a Preferred Share shares and the Purchase Price shall be and remain subject to adjustment as provided hereinin Sections 11, 13 and 22 hereof.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementRights Agreement but which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $55.00, as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form attached as Exhibit B hereto B, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate but which do not affect the duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or any securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Sections Section 11 and 22 hereofSection 22, the Right Certificates whenever distributedthat are issued in respect of Common Stock that were issued and outstanding as of the Record Date, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall be dated as of the date respective dates of issuance of such Common Stock) , and in either case on their face faces shall entitle the holders thereof to purchase such number of one one-hundredths ten thousandths of a share of Preferred Share Stock as shall be set forth therein at the price set forth therein (such purchase price per one one-hundredth ten thousandth of a Preferred Share set forth therein (share the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $100.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per purchase, for each Right, one one-hundredth of a share of Preferred Share set forth therein Stock, or other securities or property as provided herein, as the same may from time to time be adjusted as provided herein, at the price per share of $60.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Series A Right Certificates, the Series B Right Certificates and the Series C Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as forms set forth in Exhibit B hereto D, Exhibit E and Exhibit F hereto, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting interdealer quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereofthis Agreement, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "applicable Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the such Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Preference Shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made promulgated pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system quotation service on which the Rights may from time to time be listed, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections 11 11, 13 and 22 24 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of show the date of issuance of such Common Stock) countersignature and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Preference Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Preference Share set forth therein (the "Purchase Exercise Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one oneten-hundredths thousandths of a Preferred Share share of Incentive Stock as shall be set forth therein at the price per one oneten-hundredth thousandth of a Preferred Share share of Incentive Stock set forth therein (the "“Purchase Price"”), but the number of such one oneten-hundredths thousandths of a Preferred Share share of Incentive Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Class A Right Certificates and the Class B Rights Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B B-1 and Exhibit B-2 hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms -------------------------- of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per purchase, for each Right, one one-hundredth of a share of Preferred Share set forth therein Stock, or other securities or property as provided herein, as the same may from time to time be adjusted as provided herein, at the price per share of Thirty Dollars ($30.00), as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares purchase, assignment and certificate to be printed on the reverse thereof) ), when, as and if issued, shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, which do not affect the duties or responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares of the Company or the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributedissued, which are issued in respect of Common Shares which were issued and outstanding as of the Close of Business on the Distribution Date, shall be dated as of the Record Date (or in Close of Business on the case of Rights issued with respect to Common Shares issued by the Company after the Record Distribution Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of Preferred Shares (including fractional shares which are integral multiples of one one-hundredths hundredth of a Preferred Share share) as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price")therein, but the number amount and type of such one one-hundredths securities purchasable upon exercise of a Preferred Share each Right and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date, whenever distributedsuch certificates are issued, shall be dated as of July 24, 1990, and the Right Certificates evidencing Rights to holders of record of Company Common Stock issued after the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, shall be dated as of July 24, 1990, but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number for each Right, one Unit of one one-hundredths of a Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted after the date hereof as provided herein, at the price per one one-hundredth Unit of a Preferred Share set forth therein $700.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates -------------------------- (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, which are distributed in respect of shares of Common Stock which were issued and outstanding as of the Record Date, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certificates which are distributed in respect of other shares of Common Stock shall be dated as of the date respective dates of issuance of such Common Stock) , and in each such case on their face shall entitle the holders thereof to purchase such number of one one-hundredths one- thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of the National Association of Securities Dealers, Inc. or any stock exchange or transaction reporting interdealer quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereofthis Agreement, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the duties and responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange exchange, market or transaction reporting quotation system on which the Rights may from time to time be listedlisted or admitted to trading or on which prices therefor may be quoted, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but that do not affect the rights, duties or obligations of the Rights Agent as set forth in this Agreement) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereofSection 22, the Right Certificates whenever distributedCertificates, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Dateeach case, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares (or fraction of a share) of the Preferred Share Stock as shall be set forth therein at the price per one one-hundredth share (or fraction of a Preferred Share share) set forth therein (the "“Purchase Price"”), but the number amount and type of such one one-hundredths securities purchasable upon exercise of a Preferred Share each Right, and the Purchase Price Price, shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock (or following a Trigger Event, Common Stock, other securities, cash or other assets, as the case may be) as shall be set forth therein at the price per one one-hundredth one-thousandths of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof22, the Right Certificates whenever distributed, distributed shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth one- thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided hereintherein and in this Rights Agreement.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same form attached as Exhibit B hereto B, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate but which do not affect the duties, rights or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or any securities association on whose interdealer quotation system the Rights may from time to time be authorized for quotation, or to conform to usage. Subject to the provisions of Sections Section 11 and 22 hereofSection 22, the Right Certificates whenever distributed, that are issued in respect of Common Stock that were issued and outstanding as of the Record Date shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certificates that are issued in respect of other Common Stock shall be dated as of the date respective dates of issuance of such Common Stock) , and in either case on their face faces shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price set forth therein (such purchase price per one one-hundredth of a Preferred Share set forth therein (share the "Purchase Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementPlan (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $14.00, as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NYSE or of any other stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Junior Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. The Company shall use all reasonable efforts to give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not materially affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company Corporation may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent as set forth in this Agreement) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein therein, as specified in Section 7(b) hereof (the "“Purchase Price"”), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms form of assignment, certification and election to purchase Preferred Shares and the form of assignment to be printed on the reverse thereof) shall ), whenever issued, will be substantially in the same form attached as Exhibit B hereto A, with such changes and may have such marks of identification or designation designation, and such legends, summaries or endorsements printed thereon thereon, as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to customary usage. Subject to the other provisions of Sections 11 and 22 hereofthis Agreement, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall will entitle the holders thereof of (a) Class A Rights to purchase such number of one one-hundredths Units of a Preferred Class A Common Share as shall be are set forth therein at the price per one one-hundredth of a Preferred Share Class A Purchase Price set forth therein and (b) Class B Rights to purchase such number of Units of a Class B Common Share as are set forth therein at the "Class B Purchase Price set forth therein, but in each case, the Purchase Price"), but the number and kind of securities issuable upon exercise of each Right and the number of such one one-hundredths of a Preferred Share and the Purchase Price shall Rights outstanding will be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and -------------------------- the forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedNational Association of Securities Dealers, Inc., or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. The Rights Agent agrees that the Form of Right Certificate attached as Exhibit B is in satisfactory form. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandth of a -------------- Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock securities exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Series A Preferred Share as shall be set forth therein at the price per one one-hundredth thousandths of a Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of NYSE or of any other stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Junior Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. The Company shall use all reasonable efforts to give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $25.00, as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may --------- have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributed, such certificates are distributed shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by after the Company after Record Date shall be dated as of the Record Date, as of but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one purchase, for each Right, one-hundredth of a share of Series G Preferred Share set forth therein Stock, or other securities or property as provided herein, as the same may from time to time be adjusted as provided herein, at the per share exercise price of $30.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $75.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates -------------------------- (and the forms of assignment, certification and election to purchase Preferred Shares Shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one onefour-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one onefour-hundredth thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one onefour-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the -------------------------- forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (and which do not affect the rights, duties, liabilities or obligations of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting interdealer quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereofthis Agreement, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Class A Shares and of assignment to be printed on the reverse thereof) shall in form and substance be substantially the same as Exhibit B hereto A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or any securities association on whose interdealer quotation system the Rights may from time to time by authorized for quotation, or as may be necessary to conform to usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates whenever distributedthat are issued in respect of Class A Shares that were issued and outstanding as of the Record Date, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certificates that are issued in respect of other Class A Shares shall be dated as of the date respective dates of issuance of such Common Stock) Class A Shares, and in either case on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share Class A Shares as shall be set forth therein at the price per one one-hundredth of a Preferred Class A Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share Class A Shares and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms form of assignment, certification and election to purchase Preferred Shares and form of assignment to be printed on the reverse thereof) shall be substantially in the same form set forth as Exhibit B A hereto and may have with such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which does not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. The Right Certificate shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share Common Shares as shall be set forth therein at the price per one one-hundredth of a Preferred Share Purchase Price set forth therein (the "Purchase Price")therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of such one one-hundredths of a Preferred Share and the Purchase Price Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but that do not affect the rights, duties or obligations of the Rights Agent as set forth in this Agreement) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereofSection 22, the Right Certificates whenever distributedCertificates, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Dateeach case, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths shares (or fraction of a share) of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth share (or fraction of a Preferred Share share) set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths shares (and the type of a Preferred Share securities or other property issuable upon exercise of the Rights) and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the other provisions of Sections 11 and 22 hereofthis Rights Agreement, the Right Certificates evidencing the Rights issued on March 13, 1998, whenever distributedsuch certificates are issued, shall be dated as of March 13, 1998, and the Record Date (or in the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record DateMarch 13, 1998, shall be dated as of March 13, 1998, but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number purchase, for each Right, one share of one one-hundredths of a Preferred Share Common Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth share of a Preferred Share set forth therein $90.00, as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock securities exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Series A Preferred Share as shall be set forth therein at the price per one one-hundredth of a Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Series A Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B and Exhibit C hereto and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series A Participating Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Series A Share set forth therein (the "“Purchase Price"”), but the number amount and kind of such one one-hundredths the securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, which do not affect the rights, duties or responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one oneten-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares Common Stock and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, listed or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections 11 and 22 hereofSection 22, the Right Certificates whenever distributed, issued in respect of shares of Common Stock which were issued and outstanding as of the Record Date shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, and all Right Certificates issued in respect of other shares of Common Stock shall be dated as of the date respective dates of issuance of such Common Stock) , and on their face in either case shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but state the number of such one one-hundredths of a Preferred Share Fractional Shares and the Purchase Price thereof, but such number of Fractional Shares and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which shall not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series A Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit EXHIBIT B hereto (in a format that is machine printable and reasonably satisfactory to the Rights Agent) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system over-the-counter market on which the Rights may from time to time be listedlisted or admitted to trading or quotation, or as may be appropriate to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections 11 11, 13 and 22 hereof22, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one onetwo-hundredths hundred-thousandths of a Preferred Share as shall be set forth therein at the price per one onetwo-hundredth hundred-thousandths of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one onetwo-hundredths hundred-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date, whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $24.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms form of assignment, certification and election to purchase Preferred Shares and form of assignment to be printed on the reverse thereof) shall be substantially in the same form set forth as Exhibit B A hereto and may have with such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which does not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. The Right Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share Common Shares as shall be set forth therein at the price per one one-hundredth of a Preferred Share Purchase Price set forth therein (the "Purchase Price")therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of such one one-hundredths of a Preferred Share and the Purchase Price Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) 4.1 The Right Certificates (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, which do not affect the rights, duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any stock exchange or transaction reporting other automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting inter-dealer quotation system on which the Rights may from time to time be listedlisted or traded, or to conform to usage. Subject to the provisions of Sections 11 Section 11(a)(ii) and Section 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share (or other securities or assets issuable upon exercise of the Rights as set forth herein) as shall be set forth therein at the price Purchase Price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase Price")Share, but the number of such one one-hundredths thousandths of a Preferred Share (or other securities or assets issuable upon exercise of the Rights) and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $150.00, as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which shall not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series B Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7 hereof), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares (or other securities) and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, the National Association of Securities Dealers, Inc. or as may be necessary to conform to usage. Subject to the provisions of Sections 11 and 22 Section 23 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price Purchase Price per one one-hundredth (1/100) of a Preferred Share set forth therein (the "Purchase Price")therein, but the number of such one one-hundredths of a Preferred Share or other securities and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (including the legend set forth in Section 7(e) hereof) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one oneten-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (such exercise price per one ten-thousandth of a share of Preferred Stock being herein called the "Purchase Exercise Price"), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate which do not affect the duties and responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares to be printed on the reverse thereof) shall be substantially the same as Exhibit EXHIBIT B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths hundredth of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto to this Rights Agreement and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $38.00, as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law 8 or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per purchase, for each Right, one one-hundredth of a share of Preferred Share set forth therein Stock, or other securities or property as provided herein, as the same may from time to time be adjusted as provided herein, at the price of $30.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and -------------------------- the forms of assignment, certification and election to purchase Preferred Shares Shares, certification and assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-two- hundredths of a Preferred Share as shall be set forth therein at the price per one onetwo-hundredth of a Preferred Share set forth therein (the "Purchase Price"), -------------- but the number of such one onetwo-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignmentelection to purchase shares, certification and election to purchase Preferred Shares assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a share of Preferred Share Stock set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $12.18, as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the -------------------------- forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto hereto, and --------- may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedNational Association of Securities Dealers, Inc., or to conform to usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a Preferred Share set forth therein (the "Purchase -------- Price"), but the number of such one one-hundredths thousandths of a Preferred Share and the ----- Purchase Price shall be subject to adjustment as provided herein, and the Right Certificates shall, upon such adjustment, entitle the holders thereof to purchase the number of one one-thousandths of a Preferred Share at the Purchase Price, in each case as so adjusted.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the duties and responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange exchange, market or transaction reporting quotation system on which the Rights may from time to time be listedlisted or admitted to trading or on which prices therefor may be quoted, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a share of Preferred Share Stock set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a share of Preferred Share Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit EXHIBIT B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage, provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of the Rights Agent. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange US-DOCS\133785809.2| or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Series A Preferred Shares Shares, exercise notice and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, which do not affect the duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandth of a share of Series A Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a Series A Preferred Share set forth therein (the "Purchase Price"), but the number amount and type of such one one-hundredths the securities purchasable (or other consideration to be made available) upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series B Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a share of Series B Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Series B Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting trading system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 terms and 22 conditions hereof, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of and shall show the date of issuance of such Common Stock) countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-hundredth thousandth of a share of Series A Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Series Z Preferred Shares Shares, exercise notice and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, which do not affect the rights, duties or responsibilities of the Rights Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandth of a share of Series Z Preferred Share Stock as shall be set forth therein at the price per one one-hundredth thousandth of a Series Z Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number amount and type of such one one-hundredths the securities purchasable (or other consideration to be made available) upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms form of assignment, certification and election to purchase Preferred Shares and the form of assignment to be printed on the reverse thereof) shall will be substantially in the same form attached as Exhibit B hereto with such changes and may have such marks of identification or designation designation, and such legends, summaries or endorsements printed thereon thereon, as the Company may deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereofSection 22, the Right Certificates Certificates, whenever distributedissued, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall will entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be are set forth therein at the price per one one-hundredth of a Preferred Share Purchase Price set forth therein (the "Purchase Price")therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of such one one-hundredths of a Preferred Share and the Purchase Price shall Rights outstanding will be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths thousandth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth thousandth of a share of Preferred Share set forth therein Stock of $79.00 as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths hundredth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth of a share of Preferred Share set forth therein Stock of $150.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record Date (or in and the case Right Certificates evidencing Rights to holders of Rights record of Common Stock issued with respect to Common Shares issued by the Company after the Record Date, Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Common Stock) and on Right Certificate. On their face face, Right Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-hundredths hundredth of a share of Preferred Share Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-hundredth of a share of Preferred Share set forth therein Stock of $100.00, as the same may from time to time be adjusted as provided herein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of assignment, certification and election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which shall not affect the rights, immunities, duties or liabilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or transaction reporting automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-hundredths thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-hundredth of a Preferred Share set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-hundredths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.