Common use of Redemption Clause in Contracts

Redemption. (a) The Board of Directors of the Company may, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption. (a) The Board of Directors of the Company may, at its option, by a vote which includes the concurrence, by affirmative vote, of a majority of the Disinterested Directors, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the close of business on the twentieth day following the Share Acquisition Date, (or, if the Share Acquisition Date shall have occurred prior to the Effective Date, the close of business on the twentieth day following the Effective Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if, following the failure occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to givea Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any defect inof its Subsidiaries, any which did not result in the occurrence of a Triggering Event such notice that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Shares, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not affect be exercisable, and a Triggering Event shall not be deemed to have occurred, after the validity first occurrence of an event described in Section 11(a)(ii) hereof until such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company's right of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24hereunder has expired.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (x) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction of the kind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). In considering whether to redeem the Rights, the Board of Directors of the Company may consider the best long-term and short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in which offices or other establishments of the Company or any Subsidiary of the Company are located and all other pertinent factors, including without limitation the factors set forth in the Company's Articles of Incorporation as amended from time to time. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the such Board of Directors in its sole discretion may establish. (b) Immediately upon In addition to the action right of redemption reserved in the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) first sentence of this Section 23 (or at such later time as subsection, the Board of Directors may establish for the effectiveness of such redemption)redeem all, and without any further action and without any noticebut not less than all, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books Redemption Price after the occurrence of the Rights Agent ora Share Acquisition Date, but prior to the Dis- tribution Dateoccurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), if either (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), as shall result in such Person thereafter being a Beneficial Owner of 10% or less of the outstanding shares of Common Stock of the Company, and after such transfer or other disposition there are no other Acquiring Persons, or (ii) in connection with any transaction of the kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with such Acquiring Person, Affiliate or Associate. Notwithstanding any other provision of this Agreement, the registry books Rights shall not be exercisable after the first occurrence of an event specified in Section 11(a)(ii) until such time as the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice Company's right of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24hereunder has expired.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes the earlier of (i) the close of business on the tenth (10th) day following the Stock Acquisition Date (which ten-day period may be extended by the Board of Directors for successive periods of ten days, not to exceed an Acquiring Personaggregate of 30 days following the Stock Acquisition Date) or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not direct or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement or the contrary, the Rights shall not exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption Company, may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Rights may be made effective Common Stock at such time, on such basis and with such conditions as the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors of the Company mayCompany, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe Close of Business on the tenth day following the Stock Acquisition Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"), provided, however, that during the time period relating to when the Rights may be redeemed, the Board of Directors of the Company may extend the time during which the Rights may be redeemed to be at any time as may be determined by the Board of Directors, and provided, further, that if the Board of Directors of the Company authorizes redemption of the Rights or an extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization or extension shall require the concurrence of a majority of such Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (bbased on the current market price at the time of redemption) Immediately upon the action or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to such time as any Person first becomes an Acquiring Personthe Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the “Redemption Period”) cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to givethat, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of if the Board of Directors ordering the authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company’s right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such later that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company’s right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company’s right of redemption to all the holders of the then outstanding Rights hereunder has expired. The Company may, at their last addresses as they appear upon the registry books of the Rights Agent orits option, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Company may, at its option, upon approval by a majority of the Board of Directors of the Company mayDirectors, at any time prior to the earlier of (i) the tenth business day following the Shares Acquisition Date, or (ii) such time as date or dates on or after the tenth business day following the Shares Acquisition Date to which such option may be extended by a majority of the Board of Directors (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Shares Acquisition Date and, thereafter, prior to the completion of any Person such 10 day extension or extensions (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, prior to (A) the tenth business day following the Record Date or (B) such date or dates on or after the tenth business day after the Record Date to which such option may be extended by a majority of the Board of Directors (for one or more successive 10 day periods) by vote(s) first becomes an Acquiring Persontaken or written consent(s) first given prior to the tenth business day following the Record Date and, thereafter, prior to the completion of any such 10 day extension or extensions), redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date, or such time later date as any Person first becomes an Acquiring Personmay be determined by action of a majority of Directors then in office and publicly announced by the Company (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date, or such later date as may be determined by action of a majority of Directors then in office and publicly announced by the Company), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The ; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights may in either of the circumstances set forth in clauses (i) and (ii) immediately below, then there must be made effective Directors then in office and such authorization shall require the concurrence of a majority of such Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such timesolicitation if any Person who is a participant in such solicitation has stated (or, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately if upon the action commencement of such solicitation, a majority of the Board of Directors ordering the redemption of the Rights Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to paragraph (a) of this Section 23 a Schedule 14D-1 (or at any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such later time as the Board of Directors may establish for the effectiveness of such redemptionPerson (or by its Affiliates or Associates), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedprovided further, however, that if, following the failure occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to giveany Triggering Event, (i) a person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company, or any defect inof its Subsidiaries, any which did not result in the occurrence of a Triggering Event such notice that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption herein shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not affect occur and the validity Rights shall not be exercisable until such time as the Company's right of such redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption. Within 10 days after such action ) or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by a majority of the Disinterested Directors; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board or the Disinterested Directors, as applicable.

Redemption. (a) The Board Preferred Shares shall not be redeemable except (i) upon a Bankruptcy Event, (ii) upon the occurrence of Directors a Material Breach and (iii) upon the Corporation’s failure to make any payment of principal, interest, or other amount due and payable of any Indebtedness of the Company may, at Corporation or its Subsidiaries after giving effect to any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof applicable cure period (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption each of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors events described in its sole discretion may establish. clauses (bi) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph through (aiii) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the Preferred Shares are redeemed, a “Redemption Event”). Subject to Section 5(d) below, in the event of a Redemption Event, the holders of Preferred Shares shall, in their sole discretion, be entitled to receive an amount equal to the Stated Liquidation Preference Amount plus any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date to, but excluding, the date of such redemption plus the Premium (the “Redemption Price”). The foregoing amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Preferred Shares. Notice of any Redemption Event shall be given by the Corporation by mail, postage prepaid, and in a press release provided to the major wire services, not later than the first Business Day after the Corporation acquires knowledge of such event or circumstance, to each holder receives of record of Preferred Shares appearing on the notice. Each stock books of the Corporation as of the date of such notice at the address of redemption said holder shown therein (a “Redemption Event Notice”), which notice shall state that (1) all Preferred Shares tendered prior to the method by which deadline specified in clause (3) below will be accepted for payment on the payment of Redemption Date; (2) the Redemption Price will and the date of redemption, which shall be madeno sooner than 30 days and no later than 90 days from the date such notice is mailed (the “Redemption Date”); and (3) any holder of Preferred Shares electing to have any Preferred Shares redeemed pursuant to Section 5(a) shall be required to surrender its Preferred Shares, with a notice entitled “Option of Holder to Elect Redemption” in the form attached as Annex A to this Certificate of Designations (the “Redemption Notice”), to the Corporation prior to the close of business on the fifth Business Day preceding the Redemption Date. If the Corporation fails to provide a Redemption Event Notice within the time period specified in this Section 245(a), then any holder of Preferred Shares may deliver such notice to the Corporation and the other holders of Preferred Shares, in which event the Redemption Date shall occur on the 45th day after the date of such notice and any holder of Preferred Shares electing to have any Preferred Shares redeemed pursuant to Section 5(a) shall be required to surrender the Preferred Shares, with a Redemption Notice, to the Corporation prior to the close of business on the fifth Business Day preceding such Redemption Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such 5:00 p.m., Eastern time, on the earlier of (i) the tenth Business Day following the Shares Acquisition Date, subject to extension by the Board for a period of time as any Person first becomes an Acquiring Personup to, but not exceeding, ten additional days, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price", as defined in Section 11(d) hereof, of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board; provided, however, if, following the occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon Notwithstanding anything in this Agreement to the action of the Board of Directors ordering the redemption of contrary, no Rights may be exercised at any time that the Rights pursuant are subject to paragraph (a) redemption in accordance with the terms of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Agreement.

Redemption. (a) (i) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (A) the close of business on the tenth Business Day (or such time later date as the Board may determine) following any Person first becomes an Acquiring PersonShares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The redemption ; PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the Rights may be made effective at such timeright of redemption hereunder (other than a Springing Right of Redemption, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (bdefined below) Immediately upon the action but prior to any Triggering Event, each of the Board following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of Directors ordering a number of Common Shares in a transaction, or series of transactions, that did not result in the redemption occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the Rights outstanding Common Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and (z) the transfer or other disposition described in clause (x) above was other than pursuant to paragraph (a) a transaction, or series of transactions, that directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23 (or at such later time as 23. The reinstated right of redemption referred to in the Board preceding sentence and the reinstated right of Directors may establish for redemption referred to in Sections 23(a)(ii) and 31 is herein called the effectiveness of such redemption), and without any further action and without any notice"SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agreement to the contrary, the right Rights shall not be exercisable pursuant to exercise Section 11(a)(ii) at a time when the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the are then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24redeemable hereunder.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time the earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, and as any Person first becomes an Acquiring Personprovided herein, elect to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock splitcombination or subdivision of the outstanding Common Stock, stock any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption Immediately upon the action of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishof the Company electing to redeem the Rights, evidence of which shall have been filed with the Rights Agent, without any further action and without any further notice, the only right of the holders of Rights shall be to receive the Redemption Price and such holders shall have no right to exercise the Rights. (b) Immediately upon Promptly after the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a give notice of such redemption to all the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent Agent, or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 2411(a)(ii) Event until the expiration of the Company's right of redemption hereunder. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption. (a) The Board of Directors of the Company mayshall, at simultaneously with any time prior order by the Board of Directors of Mattel pursuant to such time as any Person first becomes an Acquiring PersonSection 24 of the Mattel Rights Agreement, redeem order the redemption of all but not less than all the then outstanding Rights at a per Right redemption price of equal to U.S. $.01 per Right, multiplied by the Merger Exchange Ratio appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may shall be made effective at such time, on such basis and with such conditions as are imposed by the Board of Directors of Mattel in its sole discretion may establishconnection with the redemption of the Mattel Rights pursuant to Section 24 of the Mattel Rights Agreement. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockExchangeable Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time except (i) in the manner specifically set forth in this Section 24.23 or in Section 24 hereof or (ii) in connection with the purchase of Exchangeable Shares prior to the Distribution Date. 19

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe Flip-in Date, elect to redeem all (but not less than all all) the then outstanding Rights at a redemption price the Redemption Price and the Company, at its option, may pay the Redemption Price either in cash or shares of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend Class A Common Stock or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption other securities of the Rights may be made effective at such time, on such basis and with such conditions as Company deemed by the Board of Directors Directors, in the exercise of its sole discretion may establishdiscretion, to be at least equivalent in value to the Redemption Price. (b) Immediately upon the action of the Board of Directors ordering the redemption of electing to redeem the Rights pursuant to paragraph (a) or, if the resolution of this Section 23 (or at such later time as the Board of Directors may establish for electing to redeem the effectiveness Rights states that the redemption will not be effective until the occurrence of a specified future time or event, upon the occurrence of such redemptionfuture time or event), and without any further action and without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedPrice in cash or securities, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of as determined by the Board of Directors ordering the redemption of Directors. Promptly after the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)are redeemed, the Company shall mail a give notice of such redemption to all the Rights Agent and the holders of the then outstanding Rights at their last addresses as they appear upon the registry books by mailing such notice in accordance with Section 5.9. (c) A committee of the Rights Agent or, prior to the Dis- tribution Date, on the registry books independent members of the transfer agent for the Common Stock. Any notice which is mailed Board of Directors will evaluate this Agreement annually to determine whether it continues to be in the manner herein provided best interests of the Company’s stockholders. -58- (d) If the Company, not earlier than 40 Business Days nor later than 80 Business Days following the commencement of a Qualified Offer within the meaning of Rule 14d-2(a) under the Exchange Act, which has not been terminated prior thereto and which continues to be a Qualified Offer, receives a written notice complying with the terms of this Section 5.1(d) (the “Special Meeting Notice”) that is properly executed by the holders of record (or their duly authorized proxy) of at least ten percent (10%) of the shares of Class A Common Stock of the Company or of the voting power of the shares of Common Stock of the Company, in each case, then outstanding (other than shares of Class A Common Stock held by the offeror or its Affiliates and Associates) directing the Board of Directors to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), then the Board of Directors shall take such actions as are necessary or desirable to cause the Redemption Resolution to be deemed given, whether or not the holder receives the notice. Each such notice so submitted to a vote of redemption shall state the method stockholders by which the payment including a proposal relating to adoption of the Redemption Price will Resolution in the proxy materials of the Company for the Special Meeting; provided, however, that in any twelve-month period the Company shall not be maderequired to submit more than one Redemption Resolution to a vote of stockholders with respect to Qualified Offers from any given potential Acquiring Person (including any Affiliates or Associates). Section 24.For purposes of a Special Meeting Notice, the record date for determining eligible holders of record shall be the 60th Business Day following the commencement of a Qualified Offer within the meaning of Rule 14d-2(a) under the Exchange Act. Any

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a an initial redemption price of $.01 per Right, Right ("Redemption Price"). The Redemption Price shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price")hereof. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (23, evidence of which shall be promptly filed with the Rights Agent, or, when approprate, immediately upon the time or at satisfaction of such later time conditions as the Board of Directors may establish for the effectiveness of such redemption)have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such notice disclosure shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 2423 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Company may, by resolution of its Board of Directors of the Company mayDirectors, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (x) the Stock Acquisition Date or (y) the close of business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Amended and Restated Rights Agreement (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that in the event that a redemption of the Rights is proposed, requested or considered at a time at which any Person (a "Proposed Acquiror") has proposed or publicly announced an intention to propose a transaction that, if consummated, would cause a Stock Acquisition Date or any of the events listed in Sections 13(a), (b) or (c) to occur, the Board of Directors may only act to redeem the rights upon the prior recommendation of a majority of its Independent Directors at a time at which there are at least two Independent Directors. "Independent Director" shall mean any member of the Board of Directors of the Company who is not a proposed Acquiror or an Affiliate, Associate, representative or nominee of a Proposed Acquiror and who is not an officer or employee of the Company or any of its Subsidiaries. The redemption of Rights by the Rights may Board of Directors shall be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may , at its option, pay the Redemption Price in cash, shares of Common Stock (bbased on the "current market price", as defined in Section 11(d)(i) Immediately upon hereof, of the action Common Stock at the time of such Board resolution) or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the twentieth day following such time as any Person first becomes an Acquiring PersonPerson or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedProvided, however, that if, after a Person has become an Acquiring Person and following the failure expiration of the right of redemption hereunder but prior to giveany transaction of the kind described in Section 13, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any defect inof its Affiliates, any Associates or Subsidiaries, which did not result in the occurrence of a transaction of the type described in Section 13 such notice that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not affect be exercisable after the validity first occurrence of such redemption. Within 10 days after such action a transaction of the Board of Directors ordering the redemption of the Rights (or type described in Section 13 until such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company's right of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24hereunder has expired.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (x) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction of the kind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if the Board of Directors of the Company shall authorize the redemption of the Rights in the circumstances set forth in clause (i) or (ii) below, then there must be Disinterested Directors in office and such authorization shall require the concurrence of a majority of such Disinterested Directors: (i) such authorization occurs on or after the date a Person becomes an Acquiring Person or (ii) such authorization occurs on or after the date of a change (resulting from one or more proxy or consent solicitations) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such person becoming an Acquiring Person or which would cause the occurrence of an Adjustment Event. In considering whether to redeem the Rights, the Board of Directors of the Company may consider the best long-term and short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in which offices or other establishments of the Company or any Subsidiary of the Company are located and all other pertinent factors, including without limitation the factors set forth in the Company's Articles of Incorporation as amended from time to time. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the such Board of Directors in its sole discretion may establish. (b) Immediately upon In addition to the action right of redemption reserved in the Board first sentence of Directors ordering the redemption of the Rights pursuant to paragraph this subsection (a) of this Section 23 (or at ), if there are Disinterested Directors then in office, such later time as the Board of Directors may establish for redeem, with the effectiveness concurrence of a majority of such redemption)Disinterested Directors, and without any further action and without any noticeall, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedbut not less than all, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books Redemption Price after the occurrence of the Rights Agent ora Share Acquisition Date, but prior to the Dis- tribution Dateoccurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), if either (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), as shall result in such Person thereafter being a Beneficial Owner of 10% or less of the outstanding shares of Common Stock of the Company, and after such transfer or other disposition there are no other Acquiring Persons, or (ii) in connection with any transaction of the kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with such Acquiring Person, Affiliate or Associate. Notwithstanding any other provision of this Agreement, the registry books Rights shall not be exercisable after the first occurrence of an event specified in Section 11(a)(ii) until such time as the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice Company's right of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24hereunder has expired.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the twentieth day following the Shares Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .10 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption ) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price," as defined in Section 11(d)(i) hereof, of the Rights may be made effective Common Shares at such timethe time of redemption) or cash. If, on such basis following the occurrence of a Shares Acquisition Date and with such conditions as following the Board of Directors in its sole discretion may establish. (b) Immediately upon the action expiration of the Board right of Directors ordering redemption hereunder but prior to the redemption occurrence of any event described in Section 11(a)(ii) or Section 13(a) hereof (a "Triggering Event"), (i) each Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the Rights pursuant to paragraph outstanding shares of Common Shares, and (aii) there are no other Persons, immediately following the occurrence of the event described in clause (i) of this sentence, who are Acquiring Persons, then the right of redemption set forth in the preceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 23 (or at 24. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) hereof until such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the Company's right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed set forth in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice first sentence of redemption shall state the method by which the payment of the Redemption Price will be made. this Section 2424(a) has expired.

Redemption. (a) The Board of Directors Direc- tors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction transac- tion occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action Directors of the Board of Directors Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 2423 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) (i) The Board of Directors of the Company may, at its option, at any time prior to such time as the earlier of (A) the close of business on the tenth Business Day following any Person first becomes an Acquiring PersonShares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if, following the failure occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder (other than a Springing Right of Redemption, as defined below) but prior to giveany Triggering Event, each of the following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or any defect inseries of transactions, any that did not result in the occurrence of a Triggering Event, such notice shall not affect the validity that such Person is thereafter a Beneficial Owner of such redemption. Within 10 days after such action ten percent (10%) or less of the Board of Directors ordering outstanding Common Shares; (y) there are no other Persons, immediately following the redemption occurrence of the Rights event described in clause (x) above, who are Acquiring Persons; and (z) the transfer or such later time as the Board other disposition described in clause (x) above was other than pursuant to a transaction, or series of Directors may establish for the effectiveness of such redemption)transactions, that directly or indirectly involved the Company shall mail a notice or any of redemption to all its Subsidiaries, then the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice right of redemption shall state be reinstated and thereafter be subject to the method by which provisions of this Section 23. The reinstated right of redemption referred to in the payment preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the Redemption Price will "Springing Right of Redemption." Notwithstanding anything contained in this Agree ment to the contrary, the Rights shall not be made. exercisable pursuant to Section 2411(a)(ii) at a time when the Rights are then redeemable hereunder.

Redemption. (a) (i) The Board of Directors of the Company may, at its option, at any time prior to such time as the earlier of (A) the close of business on the tenth Business Day following any Person first becomes an Acquiring PersonShares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if, following the failure occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder (other than a Springing Right of Redemption, as defined below) but prior to giveany Triggering Event, each of the following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or any defect inseries of transactions, any that did not result in the occurrence of a Triggering Event, such notice shall not affect the validity that such Person is thereafter a Beneficial Owner of such redemption. Within 10 days after such action ten percent (10%) or less of the Board of Directors ordering outstanding Common Shares; (y) there are no other Persons, immediately following the redemption occurrence of the Rights event described in clause (x) above, who are Acquiring Persons; and (z) the transfer or such later time as the Board other disposition described in clause (x) above was other than pursuant to a transaction, or series of Directors may establish for the effectiveness of such redemption)transactions, that directly or indirectly involved the Company shall mail a notice or any of redemption to all its Subsidiaries, then the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice right of redemption shall state be reinstated and thereafter be subject to the method by which provisions of this Section 23. The reinstated right of redemption referred to in the payment preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the Redemption Price will "Springing Right of Redemption." Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be made. exercisable pursuant to Section 2411(a)(ii) at a time when the Rights are then redeemable hereunder.

Redemption. (a) The Subject to the following sentence, the Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .0001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). If at any time prior to a Person becoming an Acquiring Person there occurs a Change in Control, then the Rights may be redeemed pursuant to this Section 23(a) only if (i) the Board of Directors (x) approves such redemption, (y) recommends such redemption to the Company's shareholders and (z) takes all steps necessary to call and hold a special meeting of the Company's shareholders (a "Special Meeting") for the purpose of voting on such redemption and (ii) at such Special Meeting the holders of at least 85% of the Common Shares then outstanding approve ("Shareholder Approval") such redemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Subject to the Provisions of this Section 23(a), the redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the If redemption of the Rights pursuant is to paragraph (a) be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that, subject to compliance with the limitations that apply under this Section 23 (or at such later time as 23(a) following a Change in Control, the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise subsequently cause the Rights will terminate and to be redeemed at a date earlier than the only right thereafter scheduled effective date of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), as such time as any Person first becomes an Acquiring Personperiod may be extended or shortened in the discretion of the Board of Trustees (the "Redemption Period") or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock share split, stock dividend share distribution or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to givethat, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of if the Board of Directors ordering the authorizes redemption of the Rights or a change in the Redemption Period on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of at least two-thirds of the Trustees. If, following the occurrence of a Share Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such later that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of at least two-thirds of the Trustees, shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company's right of redemption to all the holders of the then outstanding Rights hereunder has expired. The Company may, at their last addresses as they appear upon the registry books of the Rights Agent orits option, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, Common Shares (based on the current market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) 4.1 The Board of Directors of the Company Corporation may, upon giving notice as hereinafter provided, redeem at any time prior the whole or part of the outstanding Class B Preference Shares out of capital pursuant to such time as any Person first becomes an Acquiring Personthe Business Corporations Act, redeem Ontario, on payment for each share to be redeemed of the sum of $0.05 per Class B Preference Share, together with all declared but not unpaid dividends thereon up to the date fixed for redemption. Not less than all thirty day's notice in writing of such redemption shall be given by the then outstanding Rights Corporation by mailing such notice to the registered holders of the shares to be redeemed, specifying the date and place or places of redemption. On or after the dates so specified for redemption, the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Class B Preference Shares to be redeemed the redemption price thereof on presentation and surrender at the head office of the Corporation, or any other place designated in such notice, of the certificates representing the Class B Preference Shares called for redemption. If a part only of the shares represented by any certificate be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation. From and after the date specified for redemption in any such notice, the Class B Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the shareholders shall remain unaffected. The Corporation shall have the right at any time after the mailing of notice of its intention to redeem any Class B Preference Shares to deposit the redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend the shares so called for redemption or similar transaction occurring after of such of the said shares represented by certificates as have not at the date hereof (of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or any trust company in Canada, named in such notice, to be paid without interest to or to the order of the respective holders of such Class B Preference Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Class B Preference Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such redemption date, as the case may be, shall be limited to receiving without interest their proportionate part of the total redemption price being hereinafter referred so deposited against presentation and surrender of the said certificates held by them, respectively. In the event that only part of the Class B Preference Shares is at any time to be redeemed, the shares so to be redeemed shall be selected pro rata (disregarding fractions) from among the holders of record thereof as at the date of the notice of redemption or in such other manner as the "Redemption Price"). The redemption board of directors of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors Corporation in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24deem equitable.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to such time as any Person first becomes an Acquiring Personthe Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the “Redemption Period”) cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company’s right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company’s right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by the Board (and, until the expiration of the 180-day period referred to in Section 23(c) hereof, with the concurrence of a majority of Disinterested Directors); provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 15% of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clauses (i) and (ii), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (b) Immediately upon based on the action Current Market Price of the Common Stock at the time of redemption)or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time Disinterested Directors, as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24applicable.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), as such time as any Person first becomes an Acquiring Personperiod may be extended or shortened in the discretion of the Board of Directors (the "Redemption Period") or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to givethat, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of if the Board of Directors ordering the -------- ------- authorizes redemption of the Rights or a change in the Redemption Period in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation or from a vote or written consent(s)) in a majority of the directors in office at the commencement of such solicitation, or prior to such vote or consent(s), if any Person who is a participant in such solicitation, vote or consent(s) has stated (or, if a majority of the directors in office at the commencement of such solicitation or prior to such vote or consent(s) has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such later time as Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrently with such a proxy or consent solicitation or such vote or consent(s), effected in compliance with applicable law and regulations, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates) in compliance with Section 11(a)(ii). If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board of Directors may establish for (with the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.concurrence of

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by a majority of the entire Board; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as 5:00 P.M., Detroit time, on the earlier of (x) the tenth Business Day following the Shares Acquisition Date, or (y) the Final Expiration Date or (z) the day on which a determination is made by the Board of Directors that any Person first becomes is an Acquiring PersonAdverse Person pursuant to Section 11(a)(ii)(D), redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if such redemption occurs on or after the failure Shares Acquisition Date, the Board of Directors of the Company shall be entitled to give, or any defect in, any such notice shall not affect so redeem the validity of such redemption. Within 10 days after such action Rights only if Continuing Directors constitute a majority of the Board of Directors ordering at the time of such redemption and such redemption is approved by a majority of the Rights Continuing Directors; provided, further, that if such redemption occurs on or after the date of a change (resulting from a proxy or consent solicitation effected in compliance with applicable law and the requirements of the Nasdaq Stock Market or any national securities exchange on which the Common Stock of the Company is listed) in a majority of the directors in office at the commencement of such later time as solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may establish for consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the effectiveness occurrence of such redemption)a Triggering Event, the Board of Directors of the Company shall mail a notice of redemption be entitled to all so redeem the holders Rights only if Continuing Directors who were members of the then outstanding Rights at their last addresses as they appear upon the registry books Board of the Rights Agent or, Directors prior to the Dis- tribution Date, on the registry books proxy or consent solicitation referred to above (or subsequently became members of the transfer agent Board of Directors and whose nomination for election or election thereto was recommended or approved by a majority of such Continuing Directors) (the "Redemption Continuing Directors") constitute a majority of the Board of Directors at the time of such redemption and such redemption is approved by a majority of the Redemption Continuing Directors; provided, further, however, that if, following the occurrence of the Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, each of the following shall have occurred and remain in effect: (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in a transaction, or series of transactions, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock. Any notice , (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the transfer or other disposition described in clause (i) above was other than pursuant to a transaction, or series of transactions, which is mailed in directly or indirectly involved the manner herein provided shall be deemed given, whether Company or not any of its Subsidiaries; then the holder receives the notice. Each such notice right of redemption shall state be reinstated and thereafter be subject to the method by which provisions of this Section 23. Notwithstanding anything contained in this Agreement to the payment contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) or Section 13(a) prior to the expiration of the Redemption Price will be made. Company's right of redemption pursuant to this Section 2423(a) without regard to the last proviso.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the close of business on the earlier of (x) the tenth day following the Shares Acquisition Date (or such time later date as any Person first becomes an Acquiring Persona majority of the Independent Directors shall determine, which determination to be made prior to the close of business on the tenth day following the Shares Acquisition Date) and (y) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that for the failure purposes hereof the Board of Directors of the Company shall be entitled to giveso redeem the Rights after the time at which a Person becomes an Acquiring Person only if such redemption is approved by a majority of the Independent Directors (as hereinafter defined) then on the Board of Directors, or, if at such time there shall be only one Independent Director, by such sole remaining Independent Director. "Independent Director" as used herein shall mean a director who (i) is not an Acquiring Person, an Affiliate or Associate of any defect in, any such notice shall not affect the validity Acquiring Person or a representative or nominee of such redemption. Within 10 days after such action an Acquiring Person and (ii) either was a member of the Board of Directors ordering the redemption of the Rights (Company prior to the date hereof or who subsequently became a director of the Company and whose initial election or initial nomination for election by the Company's shareholders subsequent to such later time as date was approved by a vote of a majority of the Board of Directors may establish for of the effectiveness Company, and by a majority of the Independent Directors then on the Board of Directors or, if at such redemption)time there shall be only one Independent Director, by such sole remaining Independent Director. Notwithstanding anything contained in this Agreement to the contrary, the Company Rights shall mail a notice not be exercisable after the first occurrence of an event described in Section 11(a)(ii) until such time as the Company's right of redemption to all the holders of the then outstanding Rights hereunder has expired. The Company may, at their last addresses as they appear upon the registry books of the Rights Agent orits option, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Shares of the Company (based on the current share market price of such Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "REDEMPTION DATE") all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, that any redemption after the Stock Acquisition Date must be authorized by a majority of the Disinterested Directors; PROVIDED FURTHER, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by Board or the Disinterested Directors, as applicable.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption If, following the occurrence of a Stock Acquisition Date and following the expiration of the Rights may be made effective at Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such timethat such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, on such basis (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and with such conditions as (iii) the Board of Directors of the Company shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its sole discretion may establish. option, pay the Redemption Price in cash, shares of Common Stock (bbased on the current market price of the Common Stock at the time of redemption) Immediately upon the action or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) (i) The Board of Directors of the Company may, at its option, at any time prior to such time as the earlier of (A) the close of business on the tenth Business Day following any Person first becomes an Acquiring PersonShares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The redemption ; PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the Rights may be made effective at such timeright of redemption hereunder (other than a Springing Right of Redemption, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (bdefined below) Immediately upon the action but prior to any Triggering Event, each of the Board following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of Directors ordering a number of Common Shares in a transaction, or series of transactions, that did not result in the redemption occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the Rights outstanding Common Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and (z) the transfer or other disposition described in clause (x) above was other than pursuant to paragraph (a) a transaction, or series of transactions, that directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23 (or at such later time as 23. The reinstated right of redemption referred to in the Board preceding sentence and the reinstated right of Directors may establish for redemption referred to in Sections 27 and 31 hereof is herein called the effectiveness of such redemption), and without any further action and without any notice"SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agree ment to the contrary, the right Rights shall not be exercisable pursuant to exercise Section 11(a)(ii) at a time when the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the are then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24redeemable hereunder.

Redemption. Upon the occurrence of a Redemption Event in relation to any Stockholder (athe “Affected Stockholder”), if the Board (excluding any director designated by the Affected Stockholder) The Board of Directors so elects (by written notice (the “Redemption Notice”) to the Affected Stockholder within 30 days after the Company becomes aware of the Company mayRedemption Event), at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may shares of Capital Stock and Options owned by the Affected Stockholder and any Affiliate of the Affected Stockholder shall be made effective at such time, on such basis and with such conditions as deemed automatically redeemed by the Board of Directors in its sole discretion may establish. (b) Immediately upon Company for the Redemption Price without further action of the Affected Stockholder, subject to the right of Lxxx NAOC to withdraw its delivery of a Pledge Notice as set forth below; provided, that if the Board reasonably expects that a Bankruptcy Decision is likely to occur with respect to a Stockholder, the Board may elect prior to the occurrence of Directors ordering any such Bankruptcy Decision that the Company shall exercise the redemption right pursuant to this Section 4.6, effective automatically upon the occurrence of a Bankruptcy Decision. The Redemption Price of the Rights pursuant Capital Stock and Options of any Affected Stockholder shall be determined as of the date of the Redemption Event, as follows. Upon delivery of the Redemption Notice to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any noticeAffected Stockholder, the right to exercise the Rights will terminate Company and the only right thereafter Affected Stockholder shall endeavor in good faith to promptly determine the applicable Redemption Price. If the Company and the Affected Stockholder cannot agree on the applicable Redemption Price within 15 days after the delivery of the holders Redemption Notice, they will, as soon as practicable, select an Arbiter to determine the applicable Redemption Price. If the Company and the Affected Stockholder cannot agree on an Arbiter within 20 days after delivery of Rights the Redemption Notice, the Company and the Affected Stockholder shall be each select an Arbiter and shall each instruct their respective Arbiters to receive select, within 25 days after delivery of the Redemption Notice, a third Arbiter to determine the Redemption Price. The Company and the Affected Stockholder shall promptly give public notice of any such redemption; provided, however, that instruct the failure selected Arbiter to give, or any defect in, any such notice shall not affect determine the validity of such redemption. Within 10 Redemption Price within 50 days after such action delivery of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common StockRedemption Notice. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment The determination of the Redemption Price will by such selected Arbiter shall be madefinal, binding and conclusive, absent manifest error. Lxxx NAOC shall have the right, exercisable within 10 days after determination of the Redemption Price, to withdraw its delivery of a Pledge Notice, in which event the Company shall not have the right to redeem Lxxx NAOC’s Capital Stock and Options pursuant to this Section 244.6. The Affected Stockholder shall bear a portion of the fees, costs and expenses of the Arbiters engaged pursuant to this Section 4.6 equal to such Affected Stockholder’s Percentage Interest. The Company shall bear the balance of such fees, costs and expenses. Payment for such redemption shall be made no later than 45 days after the later of delivery of the Redemption Notice and the final determination of the applicable Redemption Price. Each director designated by the Affected Stockholder shall be excluded from any Board decisions (and from the definition of “Required Board Approval”) in connection with this Section 4.6 and, if the Affected Stockholder is a Minority Stockholder, its approval pursuant to Section 3.4(c) shall not be required in connection with any Company action in connection with this Section 4.6.

Redemption. [If applicable, insert -- The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert -- (a1) The Board of Directors on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the Company maysinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert -- on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert -- on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such time Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as any Person first becomes an Acquiring Personprovided in the Indenture.] [If applicable, redeem all but insert -- The Securities of this series are subject to redemption upon not less than all 30 days notice by mail, (1) on ________ in any year commencing with the then outstanding Rights year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert -- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Otherwise Than Through Operation of the Year Through Operation of the Sinking Fund Sinking Fund ---- ------------------------------------- --------------------------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption price (whether through operation of $.01 per Rightthe sinking fund or otherwise) with accrued interest to the Redemption Date, appropriately adjusted but interest installments whose Stated Maturity is on or prior to reflect any stock splitsuch Redemption Date will be payable to the Holders of such securities, stock dividend or similar transaction occurring after one or more Predecessor Securities, of record at the date hereof (close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- The sinking fund for this series provides for the redemption price being hereinafter referred on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -- not less than $_____________ ("mandatory sinking fund") and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert -- in the inverse order in which they become due].] [If applicable, insert -- The Securities are subject to redemption, as a whole at any time or in part from time to time, at the "Redemption Price"). The redemption sole election of the Rights may be made effective Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at such timea Redemption Price equal to $____.] [If applicable, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) insert -- The Holder of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, Security shall have the right to exercise require the Rights will terminate and Company to pay this Security in full on ____________, __ by giving the only right thereafter Company or the Registrar written notice of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption. Within 10 days after such action , insert -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear Holder hereof upon the registry books of the Rights Agent orcancellation hereof.] [If applicable, insert -- This Security is not subject to redemption prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24maturity.]

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if after the occurrence of a Stock Acquisition Date Disinterested Directors cease to constitute a majority of the members of the Board, the Rights shall no longer be redeemable; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) (i) The Board of Directors of the Company may, at its option, at any time prior to such time as the earlier of (A) the close of business on the tenth Business Day following any Person first becomes an Acquiring PersonShares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The redemption ; PROVIDED, HOWEVER, that if, following the occurrence of a Shares Acquisition Date and following the expiration of the Rights may be made effective at such timeright of redemption hereunder (other than a Springing Right of Redemption, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (bdefined below) Immediately upon the action but prior to any Triggering Event, each of the Board following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of Directors ordering a number of Common Shares in a transaction, or series of transactions, that did not result in the redemption occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of ten percent (10%) or less of the Rights outstanding Common Shares; (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) above, who are Acquiring Persons; and (z) the transfer or other disposition described in clause (x) above was other than pursuant to paragraph (a) a transaction, or series of transactions, that directly or indirectly involved the Company or any of its Subsidiaries, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23 (or at such later time as 23. The reinstated right of redemption referred to in the Board preceding sentence and the reinstated rights of Directors may establish for redemption referred to in Sections 27 and 31 hereof is herein called the effectiveness of such redemption), and without any further action and without any notice"SPRINGING RIGHT OF REDEMPTION." Notwithstanding anything contained in this Agreement to the contrary, the right Rights shall not be exercisable pursuant to exercise Section 11(a)(ii) at a time when the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the are then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24redeemable hereunder.

Redemption. (a) The Board of Directors of Beginning on June 8, 2001 this Warrant may be redeemed by the Company mayCompany, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but upon not less than all 20 days' prior written notice to the then outstanding Rights holder, at a the redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after share for every share of Common Stock purchasable upon exercise hereof at the date hereof time of such redemption (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption , if the closing bid price of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action Common Stock has been equal to or greater than 200% of the Board of Directors ordering the redemption then Exercise Price on each of the Rights pursuant 10 consecutive trading days ending on the third day prior to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public day on which notice of any such redemptionredemption is given to the Registered Holder; provided, however, that this Warrant may be redeemed only if, on the failure first day of the aforementioned 10 consecutive trading days and thereafter at all times up to giveand including the date on which notice is given and the subsequent date fixed for redemption, (i) this Warrant is exercisable into shares of Common Stock registered for resale under the Securities Act pursuant to an effective and current registration statement, and (ii) the Common Stock subject to this Warrant is then listed on a national securities exchange, the Nasdaq National Market or the Nasdaq SmallCap Market or quoted on the OTC Bulletin Board or similar electronic trading facility. For purposes of this Section 4, "closing bid price" shall mean the closing bid price of the Common Stock as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any defect in, national securities exchange or if any such notice exchange on which the Common Stock is listed is not its principal trading market, the closing bid price as furnished by the NASD through the Nasdaq National Market or the Nasdaq SmallCap Market, or, if applicable, the OTC Bulletin Board or similar electronic facility. This Warrant may not be redeemed unless each and every condition set forth in this Section 4 is satisfied. On and after the date of redemption the holder shall not affect have only the validity right to receive $.01 per share of Common Stock purchasable upon exercise hereof at the time of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption. (a) The Board of Directors Unless previously prepaid or repaid pursuant to Clause 5.2 or 5.3 of the Company mayFacility Agreement, at any time the Borrower will be required to repay the Loan one Business day prior to its Repayment Date (as defined in the Loan Agreement) and, subject to such time repayment, as any Person first becomes an Acquiring Personset forth in the Loan Agreement, redeem all but the Notes then remaining outstanding will be redeemed or repaid by the Issuer in the relevant Specified Currency on the Maturity Date specified hereon at their Final Redemption Amount (which, unless otherwise specified hereon, is 100 per cent. of the principal amount thereof). If the Loan should become repayable (and be repaid) pursuant to the Loan Agreement prior to its Repayment Date, all Notes then remaining outstanding will thereupon become due and redeemable or repayable at their Early Redemption Amount (which, unless otherwise specified hereon is par together with interest accrued to the date of redemption) and the Issuer will endeavour to give not less than all eight days’ notice thereof to the then outstanding Rights at a redemption price Trustee and the Noteholders in accordance with Condition 14. To the extent that the Issuer receives amounts of $.01 per Rightprincipal, appropriately adjusted interest or other amounts (other than amounts in respect of the Reserved Rights) following acceleration of the Loan pursuant to reflect Clause 11 of the Facility Agreement, the Issuer shall pay an amount equal to and in the same currency as such amounts on the Business Day following receipt of such amounts, subject as provided in Condition 7. The Issuer, subject to the Borrower’s written consent (which consent shall not be unreasonably withheld or delayed), may compel any stock splitbeneficial owner of Notes initially sold pursuant to Rule 144A under the U.S. Securities Act of 1933, stock dividend or similar transaction occurring after the date hereof as amended (the redemption price being hereinafter referred “Securities Act”) to sell its interest in such Notes, or may sell such interest on behalf of such holder, if such holder is a U.S. person that is not a qualified institutional buyer (as defined in Rule 144A under the "Redemption Price"). The redemption Securities Act) and also a qualified purchaser (as defined in Section 2(a)(51) of the Rights may be made effective at such time, on such basis and with such conditions as the Board U.S. Investment Company Act of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption1940), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), as such time as any Person first becomes an Acquiring Personperiod may be extended or shortened in the discretion of the Board of Directors (the "Redemption Period") or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to givethat, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of if the Board of Directors ordering the authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then such authorization shall require the concurrence of two-thirds of the Board: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation effected in compliance with applicable law and regulations) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if a majority of the directors in office at the commencement of such solicitation has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such later Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrently with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates). If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (by a vote of two-thirds of the Board) shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company's right of redemption to all the holders of the then outstanding Rights hereunder has expired. The Company may, at their last addresses as they appear upon the registry books of the Rights Agent orits option, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a an initial redemption price of $.01 per Right, Right ("Redemption Price"). The Redemption Price shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price")hereof. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (ab) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such 39 redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 2423 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. Except as and to the extent expressly prohibited by applicable law, the Corporation shall redeem (ain the manner and with the effect provided in subparagraphs 2c through 2E below) The Board all shares of Directors Redeemable Preferred Stock which shall then be outstanding, on the earlier to occur of (i) the consummation by the Corporation of an initial public offering of its Common Stock registered under the Securities Act of 1933, as amended (an "Initial Public Offering") or (ii) April 30, 2008. In case of the Company mayoccurrence of any of the following (each a "Change of Control Event"): (i) a consolidation or merger of the Corporation with or into any other corporation (other than a merger which will not result in more than 50% of the voting capital stock of the Corporation outstanding immediately after the effective date of such merger being owned of record or beneficially by persons other than the holders of such voting capital stock immediately prior to such merger in the same proportions in which such shares were held immediately prior to such merger), (ii) a sale of all or substantially all of the properties and assets of the Corporation as an entirety in a single transaction or in a series or related transactions to any other person or (iii) the acquisition of "beneficial ownership" by any "person" or "group" (other than Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. or its affiliates) of voting stock of the Corporation representing more than 50% of the voting power of all outstanding shares of such voting stock, whether by way of merger or consolidation or otherwise, the Corporation shall, not later than 20 days prior to the effective date of any such Change of Control Event, give notice thereof to the holder or holders of shares of Redeemable Preferred Stock and, in the event that within 15 days after receipt of such notice, any holder or holders of shares of Redeemable Preferred Stock shall elect, by written notice to the Corporation, to have any or all of its shares of Redeemable Preferred Stock redeemed, the Corporation shall redeem the same (in the manner and with the effect provided in subsection 2c through 2E below) not later than the effective date and time of such Change of Control Event. In addition, at any time prior to such time as on or after the second anniversary of the date on which shares of Series B Preferred Stock are first issued, the Corporation shall, not later than 30 days after receipt of written notice from any Person first becomes an Acquiring Personholder of shares of Series B Preferred Stock requesting redemption of any or all of its shares of Series B Preferred Stock, redeem all but not less than all the then outstanding Rights at a redemption price such shares of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Series B Preferred Stock (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein and with the effect provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24in subparagraph 2C through 2E below).

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors of the Company mayDirectors, at any time prior to the Close of Business on the earlier of (i) the fifth day following the Shares Acquisition Date (or such time later date as any Person first becomes an Acquiring Personmay be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0 .001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter herein referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. The Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "Redemption Date." Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, -------- however, that the failure to give, or any defect in, any such notice shall not ------- affect the validity of such redemption. Within 10 ten (10) days after such the action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a give notice of such redemption to all the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 2423 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. The Company may, at its option, upon approval by the Board of Directors of the Company, at any time prior to the earlier of (ai) The the tenth business day following the Shares Acquisition Date, or (ii) such date or dates on or after the tenth business day following the Shares Acquisition Date to which such option may be extended by the Board of Directors of the Company may, at any time (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Shares Acquisition Date and, thereafter, prior to the completion of any such time as 10 day extension or extensions (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, prior to (A) the tenth business day following the Record Date or (B) such date or dates on or after the tenth business day after the Record Date to which such option may be extended by the Board of Directors of the Company (for one or more successive 10 day periods) by vote(s) first taken or written consent(s) first given prior to the tenth business day following the Record Date and, thereafter, prior to the completion of any Person first becomes an Acquiring Personsuch 10 day extension or extensions), redeem all (but not less than all all) the then then- outstanding Rights at a redemption price of $.01 .001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, Common Shares (based on the current per- share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time and on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, in any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then then- outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, regardless of whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 2423 or in Section 24 hereof and other than in connection with the purchase of Common Shares prior to the Distribution Date. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the close of business on the tenth (10th) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth (10th) day following the Record Date), or such time later date as any Person first becomes an Acquiring Personmay be determined by action of the Board of Directors that has been approved by a majority of Continuing Directors then in office and publicly announced by the Company, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The ; provided, however, if the Board of Directors of the Company authorizes redemption of the Rights may in either of the circumstances set forth in clauses (w) or (x) below, then there must be made effective Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (w) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (x) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such timesolicitation if any Person who is a participant in such solicitation has stated (or, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately if upon the action commencement of such solicitation, a majority of the Board of Directors ordering the redemption of the Rights Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to paragraph (a) of this Section 23 a Schedule 14D-1 (or at such later time as any successor form) filed with the Board of Directors may establish Securities and Exchange Commission for the effectiveness of such redemption)all, and without any further action and without any noticenot less than all, the right to exercise the Rights will terminate and the only right thereafter of the holders outstanding shares of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any Common Stock not beneficially owned by such redemptionPerson (or by its Affiliates or Associates); providedprovided further, however, that if, following the failure occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder, but prior to giveany event described in clause (B) of Section 11(a)(ii) or any of clauses (w), (x), (y) or (z) of Section 13(a) hereof, (y) a person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company, or any defect inof its Subsidiaries, any which did not result in the occurrence of a Triggering Event such notice shall not affect the validity that such Person is thereafter a Beneficial Owner of such redemption. Within 10 days after such action less than 15% of the Board outstanding shares of Directors ordering Common Stock, and (z) there is no other Person, immediately following the redemption occurrence of the Rights event described in clause (or such later time as the Board of Directors may establish for the effectiveness of such redemptiony), who is an Acquiring Person, then, the Company shall mail a notice right of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior herein shall be reinstated and thereafter be subject to the Dis- tribution Dateprovisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided a Distribution Date shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.not

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all of the then outstanding Rights at the Redemption Price; provided, however, that in connection with a redemption price transaction to be accounted for as a pooling of $.01 interests, the Board shall have the option to pay the Redemption Price in securities or other property with an equivalent value per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption23(a), and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will shall be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. SECTION 24.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to such time as any Person first becomes an Acquiring Personthe Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the "Redemption Period") cause ----------------- the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that, if the Board -------- ------- authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Board of Directors Participant represents, warrants and agrees that, as of the Company mayclose of a Business Day on which it has placed any Redemption Order for the purpose of redeeming any Creation Unit of Trust Shares, at it or any time third party for which it acts, as the case may be, will own (within the meaning of Rule 200 of Regulation SHO), or has arranged to borrow, for delivery to the Trust on or prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the settlement date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any noticeRedemption Order, the requisite number of Trust Shares to be redeemed as a Creation Unit. In either case, the Participant acknowledges that: (i) it has, or if applicable, any third party for which it acts has, full legal authority and legal right to exercise tender for redemption the Rights will terminate requisite number of Trust Shares and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice entire proceeds of any such the redemption; providedand (ii) if such Trust Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement, however, that the failure to give, securities lending agreement or any defect in, any such notice shall not affect the validity other arrangement affecting legal or beneficial ownership of such redemption. Within 10 days after such action of Trust Shares being tendered, there are no restrictions precluding the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness tender and delivery of such Trust Shares (including borrowed shares, if any) for redemption), the Company shall mail a notice free and clear of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Dateliens, on the registry books of redemption settlement date. In the event that the Distributor, transfer agent and/or the Trustee have reason to believe that the Participant does not own or have available for delivery the requisite number of Trust Shares to be redeemed as a Creation Unit to deliver by the settlement date, the Distributor, transfer agent and/or the Trustee may require the Participant to deliver and/or execute supporting documentation evidencing ownership or its right to deliver sufficient Trust Shares in order for the Common Stock. Any notice which Redemption Order to be in proper form and, if such documentation is mailed not satisfactory to the Distributor, transfer agent and/or the Trustee, in their reasonable discretion, the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of Distributor may reject without liability the Redemption Price will be madeOrder. Section 24Failure to deliver and/or execute the requested supporting documentation may result in a Participant’s Redemption Order being rejected as not in proper form.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes the earlier of (i) the close of business on the tenth (10th) day following the Stock Acquisition Date, which ten-day period may be extended by the Board of Directors for successive periods of ten days, not to exceed an Acquiring Personaggregate of thirty (30) days following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights and Second Rights at a redemption price of $.01 0.001 per Right and per Second Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (the hereof, such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; ;" provided, however, that if, following the failure occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to giveany Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not direct or indirectly involving the Company or any defect inof its Subsidiaries, any which did not result in the occurrence of a Triggering Event such notice that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement or the contrary, the Rights and the Second Rights shall not affect be exercisable after the validity first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company, may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption. Within 10 days after such action ) or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors of the Company may, at its option, by a vote which includes the concurrence, by affirmative vote, of a majority of the Disinterested Directors, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the close of business on the twentieth day following the Share Acquisition Date, (or, if the Share Acquisition Date shall have occurred prior to the Effective Date, the close of business on the twentieth day following the Effective Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if, -------- following the failure occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder but prior to givea Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any defect inof its Subsidiaries, any which did not result in the occurrence of a Triggering Event such notice that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Shares, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not affect be exercisable, and a Triggering Event shall not be deemed to have occurred, after the validity first occurrence of an event described in Section 11(a)(ii) hereof until such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company's right of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24hereunder has expired.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe Distribution Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, appropriately adjusted to reflect any stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 ten (10) days after such action of the Board of Directors of the Company ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 2423 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The 9.1 Provided that adequate provision has been made therefor and except with respect to the Warrants forming a part of the Representative's Purchase Option, upon the resolution of its Board of Directors of Directors, the Company may, but shall not be required to, call for redemption all or less than all of the Class A Warrants at any time time, provided: (i) it provides to each Registered Holder of Warrants to be redeemed thirty (30) days' prior written notice, (ii) if the average closing price or bid price of the Common Stock, as reported by the principal exchange on which the Common Stock is traded, Nasdaq Stock Market, the OTC Bulletin Board or the National Quotation Bureau Incorporated, as the case may be, equals or exceeds One Hundred Fifty Percent (150%) of the then applicable Class A Warrant Exercise Price for 10 consecutive trading days prior to such time as any Person first becomes an Acquiring Person, redeem all but the date of delivery of the notice of redemption and (iii) there is then a current registration statement and prospectus allowing the resale of the Warrant shares for not less than all 180 days. In such an event, the then outstanding Rights at Company shall cause to be filed with the Warrant Agent a certified copy of such resolution and a form of notice of redemption price of $.01 per Right, appropriately adjusted and the Warrant Agent shall mail to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption each of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action Registered Holders of the Board of Directors ordering Warrant Certificates to be redeemed, by first class mail, postage prepaid, to his last address appearing on the redemption records of the Rights pursuant to paragraph (a) of this Section 23 (or at Warrant Agent, such later time as the Board of Directors may establish for the effectiveness written notice of such redemption). Such notice shall identify the Warrants to be redeemed, state the Redemption Date, the Redemption Price, and without any further action and without any notice, the date upon which the Registered Holder's right to exercise the Rights Warrants will terminate terminate, and describe the only right thereafter of manner in which Warrant Certificates are to be surrendered. Any notice mailed in the holders of Rights manner provided herein shall be conclusively presumed to receive have been duly given whether or not the Redemption PriceRegistered Holder receives such notice. The Company shall promptly give public Failure to mail notice of to any such redemption; providedRegistered Holder, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action any other redemptions for which notice had been duly provided, only redemptions of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the persons lacking notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption. The Company, upon thirty (a30) The Board days' prior written notice ---------- to the Holder, may elect to redeem all or part of Directors this Warrant at a price equal to $0.01 per Warrant Share issuable upon the exercise hereof, if, but only if: (i) the Market Price shall have exceeded $6.50 per share (adjusted as set forth in paragraph (f)(iii) hereof) on each of the Company may, at any time ten (10) trading days ending not more than one business day prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof on which the notice of redemption shall be mailed to the Holder, (ii) the redemption price being hereinafter referred registration statement required to as the "Redemption Price"). The redemption be filed under Section 2 of the Registration Rights may be made effective at such timeAgreement, on such basis and with such conditions dated as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board date hereof, by and among the Company and the other parties signatory thereto, shall be effective and permit the sale of Directors ordering all Warrant Shares, and (iii) the Common Stock shall be listed and trading on The Nasdaq National Market or a national securities exchange. Any such redemption of shall be effective on the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as thirtieth day following the Board of Directors may establish for the effectiveness date of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure Holder may elect -------- ------- at any time prior to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice effective date of redemption to exercise all or any portion of this Warrant in accordance with the holders terms hereof; and provided -------- further, that the Company's right to redeem this Warrant shall be suspended if ------- the Warrant Shares may not be sold pursuant to an effective registration statement for any reason whatsoever or the Common Stock shall not be listed and trading on The Nasdaq National Market or a national securities exchange. The notice period shall then be extended for a period of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior time equal to the Dis- tribution Datenumber of days during the notice period during which the registration statement shall not have permitted the sale of such Warrant Shares or the Common Stock shall not have been so listed and trading, as the case may be. The redemption price shall be payable in full, in cash, on the registry books effective date of any redemption pursuant to this paragraph (j). A redemption notice delivered by the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided Company pursuant to this paragraph (j) shall be deemed givenirrevocable. Notwithstanding the foregoing, whether the Company's right to redeem all or part of this Warrant may not be exercised if on the holder receives date on which the notice. Each such Company gives notice of redemption such exercise the Market Price shall state the method by which the payment of the Redemption Price will be made. Section 24less than $6.50 per share (adjusted as set forth in paragraph (f)(iii) hereof).

Redemption. (a) The Board To facilitate orderly delivery of Directors Chinese Renminbi to the Authorized Participant’s Account on T+2, the Authorized Participant shall place with the Trustee on T+1 redemption Shares or collateral in the form of U.S. Dollars having a value at least equal to 105% of the Company mayNAV per Share of the redemption Shares to be delivered, which collateral shall be marked to market daily by the Trustee and the Authorized Participant until the delivery of the redemption Shares or the exercise of a buy-in by the Trust, as further described below. The Trustee shall return such collateral upon delivery of all redemption Shares. The parties hereto further agree that the Trust, acting in good faith, may apply the collateral to purchase the undelivered Shares at any time prior after T+2 and the Authorized Participant agrees to accept liability for any shortfall between the cost to the Trust of purchasing such time Shares and the value of the collateral and for any expense incurred by the Sponsor or Trustee (including attorneys’ fees an disbursements) in the event the Authorized Participant fails to deliver Shares or any such shortfall upon the Sponsor’s demand. Neither the Sponsor nor the Trustee shall have any liability to the Authorized Participant for any application of the collateral or other action taken as any Person provided in this paragraph. The Authorized Participant further represents and warrants that it will not obtain an Order Number (as described in the Procedures) from the Trustee for the purpose of redeeming a Basket unless it first becomes an Acquiring Personascertains that (i) it or its customer, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights case may be made effective at such timebe, on such basis owns outright or has full legal authority and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), legal and without any further action and without any notice, the beneficial right to exercise tender for redemption the Rights will terminate Baskets to be redeemed and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice entire proceeds of the redemption, and (ii) such Baskets have not been loaned or pledged to another party, borrowed or temporarily obtained from another party and are not the subject of any such redemption; providedrepurchase agreement, however, that the failure to givereverse repurchase agreement or securities lending agreement, or any defect in, any such notice shall not affect other arrangement which would preclude the validity delivery of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior Baskets to the Dis- tribution Date, Trustee on the registry books of second Business Day following the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment date of the Redemption Price will be made. Section 24.Order..

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person5:00 P.M., Detroit time, on the earlier of (x) the tenth business day following the Shares Acquisition Date, or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, Right appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The , provided, however, that if such redemption of occurs on or after the Rights may be made effective at such time, on such basis and with such conditions as Shares Acquisition Date the Board of Directors in its sole discretion may establish. (b) Immediately upon of the action Company shall be entitled to so redeem the Rights only if Continuing Directors constitute a majority of the Board of Directors ordering at the time of such redemption and such redemption is approved by a majority of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemptionContinuing Directors; provided, further, however, that if, following the failure occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder but prior to giveany Triggering Event, each of the following shall have occurred and remain in effect: (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in a transaction, or series of transactions, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the transfer or other disposition described in clause (i) above was other than pursuant to a transaction, or series of transactions, which directly or indirectly involved the Company or any defect inof its Subsidiaries; then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, any such notice the Rights shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption be exercisable pursuant to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, Section 11(a)(ii) prior to the Dis- tribution Date, on the registry books expiration of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice Company's right of redemption shall state pursuant to this Section 23(a) without regard to the method by which the payment of the Redemption Price will be made. Section 24last proviso.

Redemption. [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert — (a1) The Board of Directors on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the Company maysinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after ________, _____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert — on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, Year Redemption Price Year Redemption Price and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose stated maturity is on or prior to such time Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as any Person first becomes an Acquiring Personprovided in the Indenture.] [If applicable, redeem all but insert — The Securities of this series are subject to redemption upon not less than all 30 days notice by mail, (1) on ________ in any year commencing with the then outstanding Rights year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price for Redemption Redemption Price for Redemption Through Operation of the Sinking Otherwise Than Through Operation of Year Fund the Sinking Fund and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption price (whether through operation of $.01 per Rightthe sinking fund or otherwise) with accrued interest to the Redemption Date, appropriately adjusted but interest installments whose stated maturity is on or prior to reflect any stock splitsuch Redemption Date will be payable to the Holders of such securities, stock dividend or similar transaction occurring after one or more Predecessor Securities, of record at the date hereof (close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The sinking fund for this series provides for the redemption price being hereinafter referred on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert — not less than $_____________ (“mandatory sinking fund”) and not more than] $___________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become due].] [If applicable, insert — The Securities are subject to redemption, as a whole at any time or in part from time to time, at the "Redemption Price"). The redemption sole election of the Rights may be made effective Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at such timea Redemption Price equal to $___.] [If applicable, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) insert — The Holder of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, Security shall have the right to exercise require the Rights will terminate and Company to pay this Security in full on ____________, __ by giving the only right thereafter Company or the Registrar written notice of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption. Within 10 days after such action , insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear Holder hereof upon the registry books of the Rights Agent orcancellation hereof.] [If applicable, insert — This Security is not subject to redemption prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24maturity.]

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Distribution Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), as such time as any Person first becomes an Acquiring Personperiod may be extended or shortened in the discretion of the Board (the "Redemption Period") or (ii) the Close of Business on the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock share split, stock dividend share distribution or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to givethat, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of if the Board of Directors ordering the authorizes redemption of the Rights or a change in the Redemption Period in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Continuing Trustees then in office and such authorization shall require the concurrence of a majority of such Continuing Trustees: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs during the 180-day period from the date of a change (resulting from a proxy or consent solicitation effected in compliance with applicable law and regulations) in a majority of the Trustees in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or if a majority of the Trustees in office at the commencement of such later solicitation has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrently with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding Common Shares not beneficially owned by such Person (or by its Affiliates or Associates). If, following the occurrence of a Share Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (with the concurrence of a majority of the Continuing Trustees) shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company's right of redemption to all the holders of the then outstanding Rights hereunder has expired. The Company may, at their last addresses as they appear upon the registry books of the Rights Agent orits option, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, Common Shares (based on the current market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption If, following the occurrence of a Stock Acquisition Date and following the expiration of the Rights may be made effective at Company’s right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such timethat such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, on such basis (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and with such conditions as (iii) the Board of Directors of the Company shall so approve, then the Company’s right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its sole discretion may establish. option, pay the Redemption Price in cash, shares of Common Stock (bbased on the current market price of the Common Stock at the time of redemption) Immediately upon the action or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors of the Company may, at any time prior its option and as provided herein, elect to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock splitcombination or subdivision of the outstanding Common Stock, stock any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption ) at any time up to and including the tenth Business Day after a Stock Acquisition Date; provided, however, that the Board of Directors of the Company may extend the time during which the Rights may be made effective redeemed to be at such time, on such basis any time up to and with such conditions as including the twentieth Business Day after a Stock Acquisition Date. Promptly upon the action of the Board of Directors in its sole discretion may establishof the Company electing to redeem the Rights, the Company shall make a public announcement thereof, and on and after the date of such announcement, without any further action and without any further notice, the only right of the holders of Rights shall be to receive the Redemption Price and such holders shall have no right to exercise the Rights. (b) Immediately upon As soon as practicable after the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a give notice of such redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common StockAgent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Section 24Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable prior to the expiration of the Company's right of redemption hereunder.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), as such time as any Person first becomes an Acquiring Personperiod may be extended or shortened in the discretion of the Board (the "Redemption Period") or (ii) the Close of Business on the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to givethat, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of if -------- ------- the Board of Directors ordering the authorizes redemption of the Rights or a change in the Redemption Period on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the Board. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such later that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company's right of redemption to all the holders of the then outstanding Rights hereunder has expired. The Company may, at their last addresses as they appear upon the registry books of the Rights Agent orits option, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price"”) and the Company may, at its option, pay the Redemption Price in shares of Common Stock (based on the Current Market Price of such Common Stock at the time of redemption). The redemption If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company’s right of redemption set forth in the preceding sentence but prior to any Triggering Event, (i) each Person who was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one or more transactions, not directly or indirectly involving the Company, which did not result in the occurrence of a Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons who are Acquiring Persons and who became Acquiring Persons prior to the time of the Board’s redemption authorization, then the Company’s right of redemption set forth in the preceding sentence shall be reinstated. Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be made effective at exercisable after the first occurrence of a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company’s right of Directors redemption set forth in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) first sentence of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 2423(a) has expired.”

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe Close of Business on the tenth day following the Stock Acquisition Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .005 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"), provided, however, that during the time period relating to when the Rights may be redeemed, the Board of Directors of the Company may extend the time during which the Rights may be redeemed to be at any time as may be determined by the Board of Directors, and provided, further, that if the Board of Directors of the Company authorizes redemption of the Rights or an extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization or extension shall require the concurrent of a majority of such Continuing Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of the event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (bbased on the current market price at the time of redemption) Immediately upon the action or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price"”) and the Company may, at its option, pay the Redemption Price in shares of Common Stock (based on the Current Market Price of such Common Stock at the time of redemption). The redemption If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company’s right of redemption set forth in the preceding sentence but prior to any Triggering Event, (i) each Person who was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one or more transactions, not directly or indirectly involving the Company, which did not result in the occurrence of a Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons who are Acquiring Persons and who became Acquiring Persons prior to the Board’s redemption authorization, then the Company’s right of redemption set forth in the preceding sentence shall be reinstated. Notwithstanding anything contained in this Agreement to the contrary, the Rights may shall not be made effective at exercisable after the first occurrence of a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company’s right of Directors redemption set forth in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) first sentence of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 2423(a) has expired.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time ---------- prior to such time the earlier of (i) the Distribution Date, or (ii) the Final Expiration Date, and as any Person first becomes an Acquiring Personprovided herein, elect to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock splitcombination or subdivision of the outstanding Common Stock, stock any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption Immediately upon the action of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishof the Company electing to redeem the Rights, evidence of which shall have been filed with the Rights Agent, without any further action and without any further notice, the only right of the holders of Rights shall be to receive the Redemption Price and such holders shall have no right to exercise the Rights. (b) Immediately upon Promptly after the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a give notice of such redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent Agent, or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 2411(a)(ii) Event until the expiration of the Company's right of redemption hereunder. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as the earlier of (A) the close of business on the tenth Business Day following any Person first becomes an Acquiring PersonShares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if, following the failure occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder (other than a Springing Right of Redemption, as defined below) but prior to giveany Triggering Event, each of the following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or any defect inseries of transactions, any that did not result in the occurrence of a Triggering Event, such notice shall not affect the validity that such Person is thereafter a Beneficial Owner of such redemption. Within 10 days after such action ten percent (10%) or less of the Board of Directors ordering outstanding Common Shares; (y) there are no other Persons, immediately following the redemption occurrence of the Rights event described in clause (x) above, who are Acquiring Persons; and (z) the transfer or such later time as the Board other disposition described in clause (x) above was other than pursuant to a transaction, or series of Directors may establish for the effectiveness of such redemption)transactions, that directly or indirectly involved the Company shall mail a notice or any of redemption to all its Subsidiaries, then the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice right of redemption shall state be reinstated and thereafter be subject to the method by which provisions of this Section 23. The reinstated right of redemption referred to in the payment preceding sentence and the reinstated rights of redemption referred to in Sections 27 and 31 hereof is herein called the Redemption Price will "Springing Right of Redemption." Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be made. exercisable pursuant to Section 2411(a)(ii) at a time when the Rights are then redeemable hereunder.

Redemption. (a) The Board of Directors of At any time or times on or after the date the Company maypublicly discloses a Change of Control Transaction, at any time prior the Company shall have the right, in its sole discretion, to such time as any Person first becomes an Acquiring Personrequire that all, redeem all but not less than all all, of the then outstanding Rights Preferred Shares be redeemed (“Redemption at Company’s Election”) at a redemption price per Preferred Share equal to the greater of $.01 per Right(i) the Liquidation Preference, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after and (ii) the date hereof product of (A) the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective Conversion Rate at such time, on such basis and with such conditions as multiplied by (B) either (x) in the Board event of Directors a Change of Control Transaction in its sole discretion may establish. (b) Immediately upon the action which all of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (outstanding Shares are exchanged for, or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, converted into the right to exercise receive, consideration consisting solely of cash, then the Rights will terminate and consideration per Share payable in such Change of Control Transaction, or (y) otherwise, the only right thereafter Weighted Average Price of the holders Common Stock on the date immediately preceding the closing of Rights shall be to receive the Change of Control Transaction (the “Change of Control Redemption Price”); provided that the Conditions to Redemption at the Company’s Election (as set forth below) are satisfied. The Company shall promptly give exercise its right to Redemption at Company’s Election by providing each holder of Preferred Shares written notice (“Notice of Redemption at Company’s Election”) after the public notice disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity a Change of such redemption. Within 10 Control Transaction and at least 30 trading days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution date of consummation of the Change of Control Transaction (“Company’s Election Redemption Date”). The Notice of Redemption at Company’s Election shall indicate the anticipated Company’s Election Redemption Date. If the Company has exercised its right of Redemption at Company’s Election and the conditions to such Redemption at Company’s Election have been satisfied, then all Preferred Shares outstanding at the time of the consummation of the Change of Control Transaction shall be redeemed as of the Company’s Election Redemption Date by payment by the Company to each holder of Preferred Shares of the Change of Control Redemption Price concurrent with the closing of the Change of Control Transaction. All holders of Preferred Shares shall thereupon and within five Business Days after the Company’s Election Redemption Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.earlier

Redemption. (a) The Corporation may, provided the Board of Directors of has adopted a resolution approving such action, redeem the Company maypreferred stock, in whole or in part, in cash, at any time prior by paying the holder or holders of the shares to be redeemed (i) the Dollar Value of such time as any Person first becomes an Acquiring Person, redeem stock and (ii) all but not less than accrued and unpaid dividends through the date of redemption on the shares to be redeemed (including a pro rated dividend based on the number of days elapsed from the last day of the most recent completed quarterly dividend period through the redemption date). Each holder of stock redeemed shall be entitled to payment of that part of the total amount described above for all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted redeemed stock as is attributable to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price")his redeemed stock. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as If the Board of Directors in its sole discretion may establishhas authorized a redemption which, when authorized, was of less than all of the outstanding shares of the preferred stock, and because of subsequent conversions of the preferred stock since then, amounts to more than the actual outstanding shares on the Redemption Date or, if applicable, the Final Redemption Date, the Board of Directors' authorization shall be deemed amended to the number of such outstanding shares on the Redemption Date or, if applicable, the Final Redemption Date which shall be the number authorized for redemption. (b) Immediately upon Any redemption of the action preferred stock outstanding shall be accomplished by redeeming from each holder of record all or a fraction of each holder's shares, the numerator of which is the total number of shares to be redeemed as authorized by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)deemed amended as provided above, and without any further action and without any noticethe denominator of which is the total number of shares of preferred stock outstanding on the Redemption Date or, if applicable, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Final Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person---------- the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be -------- ------- authorized by a majority of the Disinterested Directors; provided further, ---------------- however, that if, following the occurrence of a Stock Acquisition Date and ------- following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by Board or the Disinterested Directors, as applicable.

Redemption. (a) The Board of Directors of the Company may, within its sole discretion, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to such time as any Person first becomes an Acquiring Personthe Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date (the “Redemption Period”), cause the Company to redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price price, as adjusted, being hereinafter referred to as the "“Redemption Price"”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the authorized number of members of the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. in cash, shares of Common Stock (based on the current per share market price (as determined pursuant to Section 2411(d) hereof) of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (ai) The Prior to the Expiration Date, the Board of Directors of the Company may, at any time prior to such time as any Person first becomes an Acquiring Personits option, redeem all but not less than all of the then then-outstanding Rights at a the Redemption Price at any time prior to the Close of Business on the later of (i) the Distribution Date and (ii) Share Acquisition Date. Any such redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may will be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). Immediately upon the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this as provided in Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price, without interest thereon. The Promptly after the effectiveness of the redemption of the Rights as provided in Section 23(a), the Company shall promptly will publicly announce such redemption and, within 10 calendar days thereafter, will give public notice of any such redemptionredemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall will not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common StockRights. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such The notice of redemption shall mailed to the holders of Rights will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 2411(d)) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Shares and, to the extent that any such other payment is discretionary, may reduce the amount thereof on account of the concurrent payment of the Redemption Price. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price.

Redemption. (a) The Company may, at its option, upon approval by a majority of the members of the Board of Directors of the Company mayCompany, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Distribution Date and (ii) the Final Expiration Date, redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.01 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof, as determined pursuant to Section 11(d) hereof, at the time of redemption) or any other form of consideration deemed appropriate by the Board of the Company; provided that if the Company elects to pay the redemption price in shares of Common Stock, the Company will not be required to issue any fractional shares of Common Stock, and the number of shares of Common Stock issuable to each holder of Rights will be rounded down to the next whole share. The redemption of the Rights by the Board of the Company may be made effective at such time, time and on such basis and with such conditions as a majority of the Board of Directors the Company in its sole discretion may establish. 54 (b) Immediately upon the action of the Board of Directors the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall will be to receive the Redemption Price. The Company shall will promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall will not affect the validity of such redemption. Within 10 days after such action of a majority of the Board of Directors the Company ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall will give notice of such redemption to the Rights Agent and will mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof or in connection with the purchase of shares of Common Stock prior to the Distribution Date. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of 55 the shares of Common Stock and, upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company. Section 24.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date, or such time later date as any Person first becomes an Acquiring Personmay be determined by action of a majority of the Board of Directors and publicly announced by the Company (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date, or such later date as may be determined by action of a majority of the Board of Directors and publicly announced by the Company), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if, following the failure occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to giveany Triggering Event, (i) a person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company, or any defect inof its Subsidiaries, any which did not result in the occurrence of a Triggering Event such notice that such Person is thereafter a Beneficial Owner of twenty percent (20%) or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption herein shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not affect occur and the validity Rights shall not be exercisable until such time as the Company's right of such redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption. Within 10 days after such action ) or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, appropriately adjusted to reflect any stock split, stock dividend split or similar transaction (other than a stock dividend) occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. If redemption of the Rights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 7 hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current per share market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. 55 (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights (or at the effective time of such redemption established by the Board of Directors of the Company pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption23), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for or, if later, the effectiveness of such redemption)the redemption of the Rights pursuant to paragraph (a) of this Section 23, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to be applied to the redemption of the Rights so called for redemption and (iii) arranging for the mailing of the Redemption Price to the registered holders of the Rights; then, and upon such action, all outstanding Rights Certificates shall be null and void without further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for 56 value any Rights at any time in any manner other than that specifically set forth in this Section 2423, in Section 24 hereof, or in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (x) the Close of Business on the tenth day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction of the kind described in clauses (A) through (D) of Section 11(a)(i) occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). In considering whether to redeem the Rights, the Board of Directors of the Company may consider the best long-term and short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in which offices or other establishments of the Company or any Subsidiary of the Company are located and all other pertinent factors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the such Board of Directors in its sole discretion may establish. (b) Immediately upon In addition to the action right of redemption reserved in the Board first sentence of Directors ordering the redemption of the Rights pursuant to paragraph this subsection (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)redeem all, and without any further action and without any noticebut not less than all, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books Redemption Price after the occurrence of the Rights Agent ora Share Acquisition Date, but prior to the Dis- tribution Dateoccurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), if either (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 11(a)(ii)(A) or (C) or Section 13(a), as shall result in such Person thereafter being a Beneficial Owner of 15% or less of the outstanding shares of Common Stock of the Company, and after such transfer or other disposition there are no other Acquiring Persons, or (ii) in connection with any transaction of the kind described in Section 11(a)(ii)(A) or Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with such Acquiring Person, Affiliate or Associate. Notwithstanding any other provision of this Agreement, the registry books Rights shall not be exercisable after the first occurrence of an event specified in Section 11(a)(ii) until such time as the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice Company's right of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24hereunder has expired.

Redemption. (a) Busco shall have the right, upon six months' prior written notice, to require the redemption of any shares of unconverted Preferred Stock. Such right shall be to put 100% of those shares at any time after the fifth anniversary of the date of this Agreement, but not later than the second to occur of (a) the seventh anniversary of the date of this Agreement and (b) a date which is 12 months after the date on which the Senior Secured Notes issued by Transportation in 1997 shall be repaid in full. Payment as to the redemption shall, except to the extent Section 3.04(b) shall be applicable, be made 50% on the date of the put and 50% on the first anniversary of the date of the put. Any amount not paid to Busco as set forth in this Section 3.04 on such put date shall be evidenced by a note from the Company (such note to be non-interest bearing) evidencing such indebtedness. The Board redemption price (valued as of Directors the date of such redemption) shall be the higher of (i) fair market value of the Company, appraised as a public company if there is a reasonable basis upon which the Company by the date of such notice requiring redemption could have been a public company, otherwise appraised as privately held, in either case multiplied by a fraction, the numerator of which is the number of shares of Common Stock of the Company may, at any time prior to that Busco would have obtained had there been a conversion of the redeemed unconverted Preferred Stock on the put date (such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price numerator being hereinafter referred to as "the Common Stock Equivalent"Redemption Price"). The redemption ) and the denominator of which is the total number of shares of Common Stock of the Rights may be made effective Company that there would have been had there been such conversion; (ii) if the Common Stock is then publicly traded, valued at such time, on such basis and with such conditions as market multiplied by the Board number of Directors in its sole discretion may establish. (b) Immediately upon shares constituting the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to giveCommon Stock Equivalent, or any defect in, any such notice shall not affect (iii) liquidation preference value multiplied by the validity number of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for shares constituting the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Stock Equivalent.

Redemption. The Company may redeem some or all of the Warrants at a price of $2.50 per Warrant in the event that (ai) The Board the Company has closed a registered public offering of Directors its Common Stock under the Securities Act of 1933 ("IPO") and (ii) the closing price at which the Common Stock of the Company may, at has traded on the NASDAQ or any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less exchange is greater than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption 150% of the Rights may be made effective at such time, on such basis and with such conditions as price to the Board public in the IPO for 20 out of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price30 consecutive trading days. The Company may exercise such redemption right by giving notice to Holder within 30 days of the end of such 30-day trading period. Such notice shall promptly give public set forth the circumstances permitting such exercise and identify the number of Warrants as to which the Company is exercising its redemption rights. Upon receipt of such notice the Holder shall be obligated within 30 calendar days of such notice to (i) deliver to the Company the certificate(s) evidencing all Warrants held by Holder and (ii) execute and deliver any such redemption; provided, however, other conveyance documents that the failure Company shall reasonably require. Upon expiration of 30 days following such notice, and subject to give, or any defect in, any such notice shall not affect the validity receipt of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)documents, the Company shall mail a notice of payment for the redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior price to the Dis- tribution DateHolder and, on if applicable, a new certificate representing any Warrants the registry books Company does not redeem. Notwithstanding the foregoing, within the 30 days following such notice, the Holder may exercise any or all of his Warrants as provided in Paragraph 2 above. In the transfer agent event a Holder does not timely exercise any Warrants and fails for any reason to surrender a certificate evidencing a Warrant to the Common Stock. Any notice which is mailed in Company within 30 days after the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each Company has given such notice of redemption, the Warrants shall be automatically canceled as to the Warrants being redeemed, shall not be exercisable as to such Warrants, and shall represent solely the right to receive the redemption shall state price as to the method by which Warrants being redeemed. The Warrant are also subject to redemption under the payment terms and conditions set forth in the Section 4.2 of the Redemption Price will be made. Section 24Subscription Agreement entered into with the Company upon the issuance of these Warrants.

Redemption. (a) The Rights may be redeemed by action of the Board of Directors pursuant to Section 23(b) hereof and shall not be redeemed in any other manner. (b) (i) The Board of Directors of the Company may, at its option, at any time prior to the earlier of such time as any Person first becomes becoming an Acquiring PersonPerson or the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price in Common Shares (based on the "current per-share market price," as such term is defined in Section 11(d) hereof, of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) hereof prior to the expiration or termination of the Company's right of redemption under this Section 23(b)(i). (bii) In addition, the Board of Directors of the Company may, at its option, at any time after the time a Person becomes an Acquiring Person and the expiration of any period during which the holder of Rights may exercise the rights under Section 11(a)(ii) hereof but prior to any event described in clause (x), (y) or (z) of the first sentence of Section 13 hereof, redeem all but not less than all of the then outstanding Rights at the Redemption Price (x) in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the assets or earning power of the Company and its subsidiaries (taken as a whole) in which all holders of Common Shares are treated alike and not involving (other than as a holder of Common Shares being treated like all other such holders) an Interested Stockholder or a Transaction Person or (y)(A) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 15% or more of the then outstanding Common Shares, and (B) at the time of redemption no other Persons are Acquiring Persons. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (aSection 23(b) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)hereof, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)pursuant to Section 23(b) hereof, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common StockShares, provided, however, that failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date. (d) The Company may, at its option, discharge all of its obligations with respect to any redemption of the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares, and upon such action, all outstanding Right Certificates shall be null and void without any further action by the Company. Section 24.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Stock Acquisition Date and (ii) the Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.01 per Right, Right (the "Redemption Price") appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price")of this Agreement. The redemption Company may, at its option, pay the Redemption Price in cash, shares (including fractional shares) of Common Stock (based on the Current Market Price of the Rights may be made effective Common Stock at such time, on such basis and with such conditions as the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors in its sole discretion may establishDirectors. 35 (b) Immediately upon At the action time and date of effectiveness set forth in any resolution of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption"Redemption Date"), and without any further action and without any further notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that such resolution of the failure Board of Directors may be revoked, rescinded or otherwise modified at any time prior to givethe time and date of effectiveness set forth in such resolution, or any defect in, any in which event the right to exercise will not terminate at the time and date originally set for such notice shall not affect termination by the validity Board of such redemptionDirectors. Within 10 days As soon as practicable after such the action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a give notice of such redemption to all the Rights Agent and to the holders of the then then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Dateissuance of Rights Certificates, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. In the case of a redemption permitted under this Section 2423, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the issuance of the Rights Certificates, on the registry books of the transfer agent for the Common Stock, and upon such action, all outstanding Rights Certificates shall be null and void without any further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than as specifically set forth in this Section 23, and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Distribution Date and the Expiration Date.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by the Board; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 15% of the outstanding shares of Common Stock, and (ii) there are not other Persons, immediately following the occurrence of the event described in clauses (i) and (ii), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion or the Disinterested Directors in their sole discretion, as applicable, may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (bbased on the Current Market Price of the Common Stock at the time of redemption) Immediately upon the action or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time Disinterested Directors, as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24applicable.

Redemption. (a) The Board Provided all derivative liability amounts reflected on Bxxxxxxx’s financial statements as of Directors a calculation date have been irrevocably eliminated and but for the existence of a derivative liability amount on such financial statements as of such calculation date arising from the rights of the Company may, at any time prior to such time Noteholders under Section 5(b) herein (as any Person first becomes an Acquiring Person, redeem all but not less than all certified in writing by the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give Borrower’s regularly employed certified public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemptionaccountant), the Company shall mail a notice of redemption to all Borrower would satisfy the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent net asset requirements for the Common Stock. Any completion of its “uplisting” to a Recognized Stock Exchange and further provided an Event of Default or an event which with the passage of time or the giving of notice which is mailed in the manner herein provided shall be deemed givencould become an Event of Default has not occurred, whether or not such Event of Default has been cured, then upon ten (10) days prior notice, the holder receives Holder will, at the noticeBorrower’s written request, be required to elect one of the following which election will be effective only upon the actual listing of the Common Stock on a Recognized Exchange within thirty (30) days of Bxxxxxxx’s request to Holder: (i) convert the outstanding Note at a Conversion Price equal to the then in effect Conversion Price on the same terms as a Mandatory Conversion described in Section 6(b) above, (ii) permanently waive the rights granted to Holder under Section 5(b) herein, or (iii) permit the Borrower to accelerate the Maturity Date (“Optional Redemption”) and prepay the outstanding Principal amount of this Note by paying to the Holder a sum of money in cash equal to one hundred and twenty percent (120%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption Amount”) (collectively, items (i), (ii) and (iii), “Holder’s Redemption Options”). Each Upon delivery by Bxxxxxxx to Holder of a notice in writing of the anticipated uplisting and accountants certification (“Notice of Redemption”). Holder will notify Borrower which of Hxxxxx’s Redemption Options Holder is electing to exercise. In the event Holder notifies Borrower of its election to accept the Optional Redemption [item (iii)] of Holder’s Redemption Options, which Borrower must then confirm in writing, Borrower will then specify the date for such notice Optional Redemption payment (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) business days after the date of redemption the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, must be given on the first business day following ten (10) consecutive trading days (“Lookback Period”) during which all of the Equity Conditions have been in effect. An Optional Redemption shall state not be effective with respect to any portion of the method Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, and (ii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the Redemption Price will be made. Section 24Amount, the Holder may cancel the Notice of Redemption.

Redemption. On the first business day immediately following the Closing Date, Mexico SRL hereby irrevocably agrees to redeem and Barbados irrevocably agrees to submit, surrender and deliver the Retained Interests to Mexico SRL for redemption, in accordance with all applicable Legal Requirements, Order and Contracts and the Organizational Documents of Mexico SRL (a) the "Redemption"). The Board of Directors of the Company may, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of shall be $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof 265'179,944 pesos (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption ) of which an amount equal to the amount of the Rights may Intercompany Receivable will be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action satisfied by assignment without recourse of the Board of Directors ordering Intercompany Receivable to Barbados and (i) Barbados agrees to accept the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed Intercompany Receivable in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the partial payment of the Redemption Price in the amount of $34'182,225 pesos, (ii) all of the Shareholders agree that none of Mexico SRL or Buyers makes any representation or warranty with respect to the existence, validity, amount, collectibility of, or any other matter relating to, the Intercompany Receivable, (iii) all of the Shareholders agree that none of Mexico SRL or Buyers shall have any liability or obligation whatsoever relating to the Intercompany Receivable and/or the agreement between Mexico SRL and The Hoyts Corporation Pty. Ltd., dated January 11, 2002, relating to the Intercompany Receivable and the Shareholders shall jointly and severally indemnify and hold harmless Mexico SRL and/or Buyers from any liability or obligations incurred by any of them with respect to such agreement and/or the Intercompany Receivable and (iv) all of the Shareholders agree that the assignment of the Intercompany Receivable shall automatically occur simultaneously with the Redemption without any additional action on the part of any party. Upon delivery of the Retained Interests to Mexico SRL, the Retained Interests will no longer be madeoutstanding, and no Person, including, without limitation, Barbados, will have any claim, right or entitlement relating to the Retained Interests or to any payment in respect thereof. During the time from the Closing until the Redemption, Barbados shall take no action with respect to the Retained Interests (and shall not transfer, sell, assign, suffer any Encumbrance to or otherwise dispose of any Retained Interests) other than to submit the Retained Interests for Redemption. Buyers shall cause Mexico SRL to effectuate the Redemption in accordance with this Section 2412.2.

Redemption. (a) The Board of Directors of the Company may, within its sole discretion, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to such time as any Person first becomes an Acquiring Personthe Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date (the “Redemption Period”), cause the Company to redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.01 [0.01] per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price price, as adjusted, being hereinafter referred to as the "“Redemption Price"”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the authorized number of members of the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; providedmay, howeverat its option, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. in cash, shares of Common Stock (based on the current per share market price (as determined pursuant to Section 2411(d) hereof) of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Prior to the Expiration Date, the Board of Directors of the Company may, at any time prior to such time as any Person first becomes an Acquiring Personits option, redeem all but not less than all of the then then-outstanding Rights at a redemption price the Redemption Price at any time prior to the Close of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after Business on the date hereof later of (i) the redemption price being hereinafter referred to as Distribution Date and (ii) the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishShare Acquisition Date. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Promptly after the action of its Board of Directors ordering the redemption of the Rights, the Company shall promptly publicly announce such action, and within 10 calendar days thereafter, the Company shall give public notice of any such redemptionredemption to the holders of the then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Company; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common StockRights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such The notice of redemption mailed to the holders of Rights shall state the method by which the payment of the Redemption Price will be made. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based upon the current per share market price of the Common Shares (determined pursuant to Section 24.11(d) hereof) at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company (based upon the fair market value of such other consideration, determined by the Board of Directors of the Company in good faith) or any combination thereof. (c) At any time following the Share Acquisition Date, the Board of Directors of the Company may relinquish the right to redeem the Rights under this Section 23 by duly adopting a resolution to that effect. Immediately upon adoption of such resolution, the rights of the Board of Directors of the Company to redeem the Rights shall terminate without further action and without any notice. Promptly after adoption of such a resolution, the Company shall publicly announce such action; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the action of the Board of Directors of the Company. 19 23

Redemption. (a) The Board of Directors Authorized Participant represents and warrants that, as of the Company mayclose of business day on which it has placed a Redemption Order (as described in the Procedures) with the Sponsor for the purpose of redeeming any Creation Units of any Fund, at it, or any time prior party for which it is acting (whether a customer or otherwise, a "Participant Client"), as the case may be, (i) will own (within the meaning of Rule 200 of Regulation SHO) the requisite number of Shares of the relevant Fund or (ii) will have reasonable grounds to believe that the requisite number of Shares of the relevant Fund can be borrowed (as contemplated by Rule 203(b)(1) of Regulation SHO) such time as any Person first becomes an Acquiring Personthat, redeem all but not less than all in either case, the then outstanding Rights at a redemption price Authorized Participant can make good delivery of $.01 per Right, appropriately adjusted the Shares to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (Trust two days following the redemption price being hereinafter referred to as the order date ("Redemption PriceSettlement Date"). The In either case, the Authorized Participant acknowledges that: (i) it or, if applicable, its Participant Client, has or will have full legal authority and legal right to tender for redemption the requisite number of Shares of the Rights may relevant Fund to be made effective at such timeredeemed as a Creation Unit on the Redemption Settlement Date; (ii) it or, on such basis if applicable, its Participant Client, has full and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), legal authority and without any further action and without any notice, the legal right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the entire proceeds of the redemption order on the Redemption Price. The Company shall promptly give public notice Settlement Date; and (iii) if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of any such redemption; provideda repurchase agreement, however, that the failure to give, securities lending agreement or any defect in, any such notice shall not affect the validity other arrangement affecting legal or beneficial ownership of such Shares being submitted for redemption. Within 10 days after such action of , there are no restrictions precluding the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness delivery of such Shares (including borrowed Shares, if any) for redemption), the Company shall mail a notice free and clear of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Dateliens, on the registry books Redemption Settlement Date. A "Business Day" for purposes of the transfer agent creation and redemption process is defined as any day other than: (i) a Saturday or a Sunday on which the Exchange is scheduled to be open for business, and, in respect of any action to be taken by Delaware Trust Company, as trustee (the Common Stock. Any notice "Trustee"), on which the Trustee is mailed scheduled to be open for business; or (ii) a day on which banking institutions in the manner herein provided shall be deemed given, whether United Kingdom are authorized or not the holder receives the notice. Each such notice of redemption shall state the method permitted by law to close or a day on which the payment London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed. To the extent that the Authorized Participant posts collateral on the Redemption Price Settlement Date in connection with a portion of the Shares that were unable to be delivered on the Redemption Settlement Date, the Trust agrees that it will be made. Section 24not use any such collateral to purchase the Shares without giving the Authorized Participant reasonable advance notice and an opportunity to deliver the missing Shares.

Redemption. (a) The Company may, at its option and with the approval of the Board of Directors of the Company mayDirectors, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establish. The date on which the Board of Directors elects to make the redemption effective shall be referred to as the "Redemption Date". (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, written notice of which shall have been filed with the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)Agent, and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, give or any defect in, any such notice shall not affect the legality or validity of such redemption. Within 10 ten (10) days after such the action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall promptly mail a notice of such redemption to all the Rights Agent and the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date. 29 24.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the close of business on the tenth (10th) day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth (10th) day following the Record Date), or such time later date as any Person first becomes an Acquiring Personmay be determined by action of the Board of Directors that has been publicly announced by the Company, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if, following the failure occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder, but prior to giveany event described in clause (B) of Section 11(a)(ii) or any of clauses (w), (x), (y) or (z) of Section 13(a) hereof, (y) a person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company, or any defect inof its Subsidiaries, any which did not result in the occurrence of a Triggering Event such notice that such Person is thereafter a Beneficial Owner of less than 15% of the outstanding shares of Common Stock, and (z) there is no other Person, immediately following the occurrence of the event described in clause (y), who is an Acquiring Person, then, the right of redemption herein shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, a Distribution Date shall not affect occur and the validity Rights shall not be exercisable until such time as the Company's right of such redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d) hereof, of the Common Stock at the time of redemption. Within 10 days after such action ) or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board (i) After the initial Dividend Period, subject to the provisions of Directors of this Section 3 and to the Company extent permitted under the 1940 Act and Maryland law, the Corporation may, at its option, redeem in whole or in part out of funds legally available therefor shares of any time series of ATP herein designated as (A) having a Dividend Period of one year or less, on the Business Day after the last day of such Dividend Period by delivering a notice of redemption not less than 15 days and not more than 40 days prior to such time as any Person first becomes an Acquiring Personredemption, redeem all but not less than all the then outstanding Rights at a redemption price of per share equal to $.01 per Right50,000, appropriately adjusted plus an amount equal to reflect any stock split, stock dividend accumulated but unpaid dividends thereon (whether or similar transaction occurring after not earned or declared) to the date hereof fixed for redemption, or (B) having a Dividend Period of more than one year, on any Business Day prior to the end of the relevant Dividend Period by delivering a notice of redemption not less than 15 days and not more than 40 days prior to the date fixed for such redemption, at a redemption price being hereinafter referred per share equal to as $50,000, plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to the "Redemption Price"). The date fixed for redemption, plus a redemption of the Rights may be made effective at such timepremium, on such basis and with such conditions as if any, determined by the Board of Directors after consultation with the Broker-Dealers and set forth in its sole discretion may establish. (b) Immediately upon any applicable Specific Redemption Provisions at the action time of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness designation of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter Dividend Period as set forth in Section 4 of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemptionthese Articles Supplementary; provided, however, that the failure during a Dividend Period of more than one year no shares of ATP will be subject to give, or optional redemption except in accordance with any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of Specific Redemption Provisions approved by the Board of Directors ordering after consultation with the Broker-Dealers at the time of the designation of such Dividend Period. Notwithstanding the foregoing, the Corporation shall not give a notice of or effect any redemption pursuant to this Section 3(a)(i) unless, on the date on which the Corporation intends to give such notice and on the date of redemption (a) the Corporation has available certain Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a value not less than the amount (including any applicable premium) due to Holders of ATP by reason of the redemption of the Rights (or such later time as the Board of Directors may establish ATP on such date fixed for the effectiveness of redemption and (b) the Corporation would have Eligible Assets with an aggregate Discounted Value at least equal the ATP Basic Maintenance Amount immediately subsequent to such redemption), if such redemption were to occur on such date, it being understood that the Company provisions of paragraph (d) of this Section 3 shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed be applicable in such circumstances in the manner herein provided shall be deemed given, whether or not event the holder receives Corporation makes the notice. Each such notice of redemption shall state deposit and takes the method by which the payment of the Redemption Price will be made. Section 24other action required thereby.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem (the date of such redemption being referred to herein as the "Redemption Date") all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that any redemption after the failure Stock Acquisition Date must be authorized by a majority of the entire Board; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to giveany Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any defect inof its Subsidiaries, any which did not result in the occurrence of a Triggering Event such notice shall not affect the validity that such Person is thereafter a Beneficial Owner of such redemption. Within 10 days after such action 20% or less of the Board outstanding shares of Directors ordering Common Stock, and (ii) there are not other Persons, immediately following the redemption occurrence of the Rights event described in clause (or such later time as the Board of Directors may establish for the effectiveness of such redemptioni), who are Acquiring Persons, then the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice right of redemption shall state be reinstated and thereafter be subject to the method by which provisions of this Section 23. Notwithstanding anything contained in this Agreement to the payment of contrary, the Redemption Price will Rights shall not be made. Section 24.exercisable after the

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the Close of Business on the tenth Business Day following the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date (the “Redemption Period”), (x) cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "“Redemption Price")”) or (y) amend this Agreement to change the Final Expiration Date to another date, including without limitation an earlier date; provided, however, that, if the Board of Directors authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the authorized number of members of the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights or amendment of this Agreement to change the Final Expiration Date by the Board of Directors pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (bbased on the current market price of the Common Shares at the time of redemption, as defined in Section 11(d)(i) Immediately upon the action hereof) or any other form of consideration deemed appropriate by the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Directors.

Redemption. (a) The Board of Directors We do not have the option to redeem the Series B Preferred Stock. However, holders of the Company may, at any time prior Series B Preferred Shares can require us to such time as any Person first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights or part of their shares at a redemption price equal to the Liquidation Preference of $.01 per Rightthe shares to be redeemed in the case of a “fundamental change” (as described in the Series B Certificate of Designation). A fundamental change will be deemed to have occurred if any of the following occurs: • any “person” or “group” is or becomes the beneficial owner, appropriately adjusted directly or indirectly, of 50% or more of the total voting power of all classes of our capital stock then outstanding and normally entitled to reflect vote in the election of directors; • during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors (together with any new directors whose election by our board of directors or whose nomination for election by the stockholders was approved by a vote of two-thirds of our directors then still in office who were either directors at the beginning of such period or whose election of nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office; • the termination of trading of our common stock spliton The Nasdaq Stock Market and such shares are not approved for trading or quoted on any other U.S. securities exchange or established over-the-counter trading market in the U.S.; or • we consolidate with or merge with or into another person or another person merges with or into our Company or the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of our assets and certain of our subsidiaries, taken as a whole, to another person and, in the case of any such merger or consolidation, our securities that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of our voting stock dividend are changed into or similar exchanged for cash, securities or property, unless pursuant to the transaction occurring such securities are changed into securities of the surviving person that represent, immediately after such transaction, at least a majority of the date hereof aggregate voting power of the voting stock of the surviving person. Notwithstanding the foregoing, holders of Series B Preferred Shares will not have the right to require us to redeem their shares if: • the last reported sale price of shares of our common stock for any five trading days within the 10 consecutive trading days ending immediately before the later of the fundamental change or its announcement equaled or exceeded 105% of the conversion price of the Series B Preferred Shares immediately before the fundamental change or announcement; • at least 90% of the consideration (excluding cash payments for fractional shares and in respect of dissenters’ appraisal rights) in the transaction or transactions constituting the fundamental change consists of shares of capital stock traded on a U.S. national securities exchange or quoted on the Nasdaq Stock Market, or which will be so traded or quoted when issued or exchanged in connection with a fundamental change, and as a result of the transaction or transactions, shares of Series B Preferred Stock become convertible into such publicly traded securities; or • in the case of a fundamental change event in the fourth bullet above, the transaction is affected solely to change our jurisdiction of incorporation. Moreover, we will not be required to redeem any Series B Preferred Shares upon the occurrence of a fundamental change if a third party makes an offer to purchase the Series B Preferred Shares in the manner, at the price, at the times and otherwise in compliance with the requirements set forth above and such third party purchases all Series B Preferred Shares validly tendered and not withdrawn. We may, at our option, elect to pay the redemption price being hereinafter referred to as in cash, in shares of our common stock valued at a discount of 5% from the "Redemption Price"). The redemption market price of the Rights may be made effective at such time, on such basis and with such conditions as the Board shares of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to giveour common stock, or in any defect incombination thereof. Notwithstanding the foregoing, any we may only pay such notice shall not affect redemption price in shares of our common stock that are registered under the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish Securities Act and eligible for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed immediate sale in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice public market by non-affiliates of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24our Company.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to such time as any Person first becomes an Acquiring Personthe Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, (the "Redemption Period") cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to givethat, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of if the Board of Directors ordering the authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such later that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board, by a vote of two-thirds of the Board, shall so approve, then the Company's right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice Company's right of redemption to all the holders of the then outstanding Rights hereunder has expired. The Company may, at their last addresses as they appear upon the registry books of the Rights Agent orits option, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of pay the Redemption Price will be made. Section 24in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person first becomes an Acquiring Personthe earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption ) and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Rights may be made effective shares of Common Stock at the time of redemption) or cash; provided, however, that notwithstanding the foregoing if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth above in this Section 23(a), either (i)(A) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such timethat such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, on such basis and with such conditions as (B) there are no other Persons, immediately following the occurrence of the event described in clause (A), who are Acquiring Persons, and (C) a majority of the members of the Board of Directors in its sole discretion may establish. approve the reinstatement of the right of redemption pursuant to this Section 23, or (bii)(A) the Board Immediately upon the action of the Board of Directors ordering the redemption of the Rights, evidence of which shall have been filed with the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public notice of any such redemption; provided, however, that Promptly after the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)Rights, the Company shall mail a give notice of such redemption to all the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Section 24.

Redemption. (a) (i) The Board of Directors of the Company may, at its option, at any time prior to such time as the earlier of (A) the close of business on the tenth Business Day following any Person first becomes an Acquiring PersonShares Acquisition Date or (B) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of One Cent ($.01 0.01) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that if, following the failure occurrence of a Shares Acquisition Date and following the expiration of the right of redemption hereunder (other than a Springing Right of Redemption, as defined below) but prior to giveany Triggering Event, each of the following shall have occurred and remain in effect: (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in a transaction, or any defect inseries of transactions, any that did not result in the occurrence of a Triggering Event, such notice shall not affect the validity that such Person is thereafter a Beneficial Owner of such redemption. Within 10 days after such action ten percent (10%) or less of the Board of Directors ordering outstanding Common Shares; (y) there are no other Persons, immediately following the redemption occurrence of the Rights event described in clause (x) above, who are Acquiring Persons; and (z) the transfer or such later time as the Board other disposition described in clause (x) above was other than pursuant to a transaction, or series of Directors may establish for the effectiveness of such redemption)transactions, that directly or indirectly involved the Company shall mail a notice or any of redemption to all its Subsidiaries, then the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice right of redemption shall state be reinstated and thereafter be subject to the method by which provisions of this Section 23. The reinstated right of redemption referred to in the payment preceding sentence and the reinstated right of redemption referred to in Sections 27 and 31 hereof is herein called the Redemption Price will "Springing Right of Redemption." Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be made. exercisable pursuant to Section 2411(a)(ii) at a time when the Rights are then redeemable hereunder.

Redemption. (a) The Provided that adequate provision has been made therefor and except with respect to the Warrants forming a part of the Representative's Purchase Option, upon the resolution of its Board of Directors of Directors, the Company may, but shall not be required to, call for redemption all or less than all of the Class A Warrants and/or the Class B Warrants at any time time, provided: (i) it provides to each Registered Holder of Warrants to be redeemed thirty (30) days' prior written notice, (ii) if the average closing price or bid price of the Common Stock, as reported by the principal exchange on which the Common Stock is traded, NASDAQ, the OTC Bulletin Board or the National Quotation Bureau Incorporated, as the case may be, equals or exceeds One Hundred Fifty Percent (150%) of the then applicable Class A Warrant Exercise Price and/or the Class B Warrant Exercise Price for ten (10) consecutive trading days prior to such time as any Person first becomes an Acquiring Person, redeem all but the date of delivery of the notice of redemption and (iii) there is then a current registration statement and prospectus allowing the resale of the Warrant shares for not less than all Ninety (90) days. In such an event, the then outstanding Rights at Company shall cause to be filed with the Warrant Agent a certified copy of such resolution and a form of notice of redemption price of $.01 per Right, appropriately adjusted and the Warrant Agent shall mail to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the redemption price being hereinafter referred to as the "Redemption Price"). The redemption each of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action Registered Holders of the Board of Directors ordering Warrant Certificates to be redeemed, by first class mail, postage prepaid, to his last address appearing on the redemption records of the Rights pursuant to paragraph (a) of this Section 23 (or at Warrant Agent, such later time as the Board of Directors may establish for the effectiveness written notice of such redemption). Such notice shall identify the Warrants to be redeemed, state the Redemption Date, the Redemption Price, and without any further action and without any notice, the date upon which the Registered Holder's right to exercise the Rights Warrants will terminate terminate, and describe the only right thereafter of manner in which Warrant Certificates are to be surrendered. Any notice mailed in the holders of Rights manner provided herein shall be conclusively presumed to receive have been duly given whether or not the Redemption PriceRegistered Holder receives such notice. The Company shall promptly give public Failure to mail notice of to any such redemption; providedRegistered Holder, however, that the failure to give, or any defect in, any such notice shall not affect the validity of any other redemptions for which notice had been duly provided, only redemptions of persons lacking notice. On or before the Redemption Date, each Registered Holder of Warrants to be redeemed, unless he has previously exercised or will exercise such redemptionWarrants on or before the Redemption Date, shall surrender the Warrant Certificate or Certificates representing such Warrants to the Warrant Agent. Within 10 days after The Warrants to be redeemed shall be exercisable up to and including the date immediately preceding the Redemption Date. Upon receipt of such action Warrant Certificates, the Warrant Agent, as paying agent, shall pay the Redemption Price for such Warrants to the order of the Board of Directors ordering Registered Holders thereof. Any Warrants so redeemed will be canceled by the redemption Warrant Agent upon receipt. After the Redemption Date, all rights with respect to such Warrants shall cease, except for the right to receive the Redemption Price of the Rights (Warrants. If less than all of the Warrants are to be redeemed, the Warrants to be redeemed shall be chosen, pro rata, from among all Registered Holders in a proportion to the amount owned by each. Upon or such later time as prior to the Board of Directors may establish for the effectiveness of such redemption)Redemption Date, the Company shall mail deposit in trust with the Warrant Agent a notice sum equal to the Redemption Price of redemption all Warrants called for redemption, with irrevocable instructions and authority to all the Warrant Agent to pay, on and after the Redemption Date, the Redemption Price to the Registered Holders upon the surrender of the Warrant Certificates. The deposit shall constitute full payment of the Warrants to the Registered Holders, and from and after the date of the deposit, the Warrants shall be deemed to be no longer outstanding. The balance of the deposit remaining unclaimed at the end of one year from the Redemption Date shall be released to the Company, after which the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent Warrants called for the Common Stock. Any notice which is mailed in the manner herein provided redemption shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the entitled to receive payment of the Redemption Price will be made. Section 24redemption price only from the Company.

Redemption. (a) The Board Bonds may be redeemed in whole, but not in part, on a Payment Date that occurs on or after the Clean-Up Call Date at the aggregate Redemption Price of Directors all the Bonds at the option of the Company may, at any time prior to such time as any Person first becomes an Acquiring Person, redeem all but not less than all holder(s) of a majority of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after ownership interest in the date hereof Certificate (the redemption price being hereinafter referred to as the "Redemption PriceResidual Majority"). The redemption , or at the option of the Rights may be made effective at such time, Servicer if the Residual Majority shall not have exercised its option to redeem the Bonds on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)date, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that funds in an amount equal to the failure Redemption Price, plus any unreimbursed Nonrecoverable Advances and any unreimbursed amounts due and owing to givethe Indenture Trustee hereunder, or any defect in, any such must have been deposited with the Indenture Trustee prior to the Indenture Trustee's giving notice shall not affect the validity of such redemption. Within 10 days after such action redemption pursuant to Section 10.02 or, the Issuer shall have complied with the requirements for satisfaction and discharge of the Board Bonds specified in Section 4.01. Notice of Directors ordering the election to redeem the Bonds shall be furnished to the Indenture Trustee not later than thirty (30) days prior to the Payment Date selected for such redemption, whereupon all such Bonds shall be due and payable on such Payment Date upon the furnishing of a notice pursuant to Section 10.02 to each Holder of such Bonds. Any expenses associated with the compliance of the provisions hereof in connection with a redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided Bonds shall be deemed givenpaid by the Residual Majority or the Servicer, whether or not depending upon which party is electing to redeem the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Section 24Bonds.

Redemption. (a) The Board of Directors of the Company may, at its option, at any time during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), as such time as any Person first becomes an Acquiring Personperiod may be extended or shortened in the discretion of the Board of Directors (the "Redemption Period") or (ii) the Close of Business on the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the failure to givethat, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of if -------- ------- the Board of Directors ordering the authorizes redemption of the Rights or a change in the Redemption Period on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Company's right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such later time as that such Person is thereafter a Beneficial Owner of 5% or less of the outstanding shares of Common Stock, (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (with the concurrence of Directors may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders majority of the Continuing Directors) shall so approve, then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice Company's right of redemption shall state be reinstated and thereafter be subject to the method by which the payment provisions of the Redemption Price will be made. Section 24.this

Redemption. (a) The Board of Directors of the Company may, at any time prior to such time as any Person first becomes an Acquiring Personits option, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, appropriately adjusted to reflect any stock splitdividend declared or paid, stock dividend any subdivision or combination of the outstanding shares of Common Stock of the Company or any similar transaction event occurring after the date hereof of this Agreement (the such redemption price price, as adjusted from time to time, being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective redeemed only until the earlier to occur of (i) the time at such time, on such basis and with such conditions as which any Person becomes an Acquiring Person or (ii) the Board of Directors in its sole discretion may establishFinal Expiration Date. (b) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this in accordance with Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption)hereof, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public notice of any such redemption; provided, however, that Promptly after the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors of the Company ordering the redemption of the Rights (or such later time as the Board of Directors may establish for the effectiveness of such redemption)in accordance with Section 23 hereof, the Company shall mail a give notice of such redemption to all the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Dis- tribution Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockStock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 2423 or Section 24 hereof or in connection with the purchase of shares of Common Stock of the Company prior to the Distribution Date. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (based on the Fair Market Value of the Common Stock of the Company as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company.