Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the penultimate sentence of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from desirable and after such time as any Person becomes an Acquiring Person, this Agreement which shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to otherwise alter the terms and conditions lengthen, pursuant to clause (iii) of this Agreement sentence, (A) a time period relating to when the Rights may be redeemed at such time as they may apply with respect to the Rights are not then redeemable, or (B) any other time period unless such transactionlengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates). Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment that adversely affects shall be made which changes the rightsRedemption Price, dutiesthe Final Expiration Date, obligations the Purchase Price or immunities the number of the Rights Agent under this Agreementone four-hundredths of a Preferred Share for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesShares (other than an Acquiring Person).

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27Section, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if directed by the Company so directsCompany, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (other than Rights that have become null and void pursuant to Section 7(e) hereofPreferred Shares) as such or cause this Agreement contemplated hereby and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes ensure that an Acquiring Person amend this Agreement does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to make adversely affect the provisions interests of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions holders of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that materially and adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its board of directors. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its board of directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; providedPROVIDED, howeverHOWEVER, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; PROVIDED FURTHER, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board of Directors to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent shall may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not be obligated to enter into less than the greater of (i) any supplement or amendment that adversely affects percentage greater than the rights, duties, obligations or immunities largest percentage of the Rights Agent under this Agreement. Prior outstanding Common Shares then known by the Company to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesbeneficially owned by any Person (other than an Exempt Person) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretiontime, and the Rights Agent shall if the Company so directsdirects in writing, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, change to or (d) otherwise change, amend, delete any provision hereof or supplement to adopt any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable; provided, howeverthat, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null an Acquiring Person and void pursuant its Affiliates and Associates). For the avoidance of doubt, the Company shall be entitled to Section 7(e) hereofadopt and implement such procedures and arrangements (including with third parties) as such it may deem necessary or cause this Agreement desirable to become amendable other than facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Excluded Person does not obtain the benefits thereof, and amendments in accordance with this Section 27respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Any such supplement or amendment shall authorized by this Section 27 will be evidenced by a writing executed signed by the Company and the Rights Agent. Without limiting the foregoing, the Company, subject to certification by action any of the Board, may at officers of the Company listed in Section 20.2 that any time before any Person becomes an Acquiring Person amend such supplement or amendment complies with this Section 27. Notwithstanding anything in this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of hereunder. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or ; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Sections 18, 19, 20, 21, or this Section 27 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not be obligated also executed by the Rights Agent. The Company shall provide within three Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the The Company, by action of the Boardits Board of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights to (a) cure any ambiguity contained herein, (b) correct or supplement make any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent whether or not it would adversely affect the holders of Rights; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent). Without limiting the foregoing, the Company, by action of the Boardits Board of Directors, may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which or with a Person might that would or may otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, and (B) to lower the thresholds set forth in Sections 1(a) and 3(a). Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained herein to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations obligations, or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares, includingany such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights or Common Shares in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any no such supplement or amendment shall be evidenced by a writing executed by the Company and cause the Rights Agentagain to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the CompanyRights and such procedures for the exercise thereof, by action if any, as the Board of Directors of the Board, Company may at any time before any Person becomes an Acquiring Person amend this Agreement determine to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionbe appropriate. Upon the delivery of a certificate from an authorized officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; provided that and (b) the Rights Agent may, and shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, The Company and the Company, by action of the Board, Rights Agent may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (diii) otherwise changeprior to the Distribution Date, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and in the best interests of the holders of the Rights or (iv) following the Distribution Date, to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights way (other than Rights that have become null and void pursuant to Section 7(eclauses (i) hereofand (ii) as above) unless such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment is approved by a majority of the Continuing Directors whose determination shall be evidenced by a writing executed by the Company final and the Rights Agent. Without limiting the foregoing, the Company, by action Continuing Directors constitute a majority of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions Board of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionDirectors. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that amendment unless the Rights Agent shall not be obligated to enter into any have determined in good faith that such supplement or amendment that would adversely affects the rights, duties, obligations or immunities of the Rights Agent affect its interests under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 2726, for so long as the Rights are redeemable pursuant to Section 22 hereof, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights. From and after the time at which the Rights cease to be redeemable pursuant to Section 22 hereof, includingthe Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to amend or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person or certain of their transferees), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsentence. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything herein to the contrary, the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rightsRights Agent’s own right, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as otherwise provided in this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the rights again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights AgentRedemption Price. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions 15% thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of this Agreement inapplicable (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known by the Company to a particular transaction be beneficially owned by which a any Person might otherwise become an Acquiring Person or to otherwise alter the terms (other than any Exempt Person) and conditions of this Agreement as they may apply with respect to any such transaction(ii) 10%. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27Section, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding any other provision hereof, the Rights Agent shall not Agent's consent must be obligated obtained regarding any amendment or supplement pursuant to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of this Section 27 which alters the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent's rights or duties.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any registered holders of the Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that that, from and after the occurrence of a Section 11(a)(ii) Event, no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the registered holders of Rights Certificates (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person or certain of their transferees) hereof) as such or shall cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory of the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior No supplement or amendment to the Distribution Date, the interests of the holders of Rights this Agreement shall be deemed coincident with effective unless duly executed by the interests of the holders of the Common SharesRights Agent.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the penultimate sentence of this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Company Common Stock; provided, however, that any supplement or amendment which changes the rights, duties, liabilities, and indemnification of the Rights Agent under this Agreement shall be effective only with the consent of the Rights Agent. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors adopting this Agreement; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null Rights, and void provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 7(e) 31 hereof) as such or cause this Agreement , a time period relating to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and when the Rights Agentmay be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make change the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionPurchase Price hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the Board of Directors which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment that adversely affects shall be made which changes the rightsRedemption Price, dutiesthe Purchase Price, obligations the Expiration Date or immunities the number of Units of Preferred Stock for which a Right is exercisable without the approval of a majority of the Rights Agent under this AgreementBoard of Directors. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Company Common SharesStock.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directsdirects and at the expense of the Company, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs and at the expense of the Company, supplement or amend this Agreement without the approval of any holders of Rights, including, without limitation, in order to provided that no such supplement or amendment may (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27sentence or (c) cause the Rights again to become redeemable. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects does not change the rights, duties, obligations or immunities rights and duties of the Rights Agent under this Agreement. Prior Agreement in a manner adverse to the Distribution DateRights Agent shall become effective against all parties immediately upon execution by the Company, whether or not also executed by the interests Rights Agent, and provided further, that any supplement or amendment that changes the rights and duties of the holders Rights Agent under this Agreement in a manner adverse to the Rights Agent shall become effective against the Rights Agent only upon the execution of such supplement or amendment by the Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors, upon approval by a majority of the Continuing Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors, upon approval by a majority of the Continuing Directors, in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificate (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the last sentence of this Section 2726, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, discretion and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of Rights or shares of the Company. From and after the Distribution Date and subject to the last sentence of this Section 26, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary desirable, including, without limitation, the addition of other events requiring adjustment to the Rights under Sections 11 or desirable; provided13 hereof or procedures relating to the redemption of the Rights, howeverwhich supplement or amendment shall not, that from and after such time as any Person becomes an Acquiring Personin the good faith determination of the Board of Directors of the Company, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Right Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions an Affiliate or Associate of this Agreement as they may apply with respect to any such transactionan Acquiring Person). Upon the delivery of a certificate from an authorized officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not be obligated to enter into affect the validity of any supplement or amendment that adversely affects adopted by the rightsCompany, dutiesany of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, obligations no supplement or immunities of amendment shall be made at such time as the Rights Agent under this Agreement. Prior are not then redeemable which decreases the stated Redemption Price or the period of time remaining until the Final Expiration Date or which modifies a time period relating to when the Distribution Date, the interests of the holders of Rights shall may be deemed coincident with the interests of the holders of the Common Sharesredeemed.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the penultimate sentence of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares of the Company. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to not less than 10%, with appropriate exceptions for persons then beneficially owning Common Shares of the Company constituting a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained provision herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from desirable and after such time as any Person becomes an Acquiring Person, this Agreement which shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Right Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after the Distribution Date this Agreement may not be supplemented or amended to otherwise alter the terms and conditions lengthen, pursuant to clause (iii) of this Agreement sentence, (A) a time period relating to when the Rights may be redeemed at such time as they may apply with respect to the Rights are not then redeemable, or (B) any other time period unless such transactionlengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment that adversely affects shall be made which reduces the rights, duties, obligations then effective Redemption Price or immunities of moves to an earlier date the Rights Agent under this Agreementthen effective Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Common SharesCompany.

Supplements and Amendments. Except as otherwise provided in Subject to the provisions of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingbut subject to the provisions of this Section 27, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented supplement or amended in any manner that would amendment adversely affect affects the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person) and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsentence. Upon the delivery of a certificate from an authorized appropriate officer of the Company and, if requested by the Right Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the Rights Agent may, but shall not be obligated to to, enter into any such supplement or amendment that which adversely affects the Rights Agent’s own rights, duties, obligations or immunities of under this Agreement and the Rights Agent under shall not be bound by supplements or amendments not executed by it. Notwithstanding anything contained in this AgreementAgreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery to the Rights Agent of a certificate from an authorized officer of the Company which Authorized Officer that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except For as otherwise provided in this Section 27long as the Rights are then redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and, subject to the provisions of this Section, the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement without the approval of any holders of the Rights. At any time when the Rights are not then redeemable, the Company may, and subject to the provisions of this Section, the Rights Agent shall if the Company so directs, supplement or amend this Rights Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights Certificates (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, supplement or amendment pursuant to this Agreement clause (iii) shall not be supplemented or amended in any manner that would materially adversely affect the interests interest of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionCertificates. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726 and provided that such amendment or supplement does not change or increase the Rights Agent's duties, liabilities or obligations, the Rights Agent shall execute such supplement or amendment; provided that . This Agreement may be amended or supplemented at any time with the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities approval of a majority of the Rights Agent under this Agreement. Prior registered holders of the Right Certificates (and, prior to the Distribution Date, the interests of Common Stock). Notwithstanding anything contained in this Rights Agreement to the holders of Rights contrary, no supplement or amendment shall be deemed coincident with made which changes the interests Redemption Price or the Expiration Date and supplements or amendments may be made after the time that any Person becomes an Acquiring Person (other than pursuant to a Qualifying Tender Offer) only if such supplement or amendment is approved by the Company's Board of the holders of the Common SharesDirectors.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure at any ambiguity contained hereintime prior to such time as any Person becomes an Acquiring Person, in any respect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall (i) to make any changes that the Company may deem necessary or desirable that do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(e) hereof) as such satisfy any applicable law, rule or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary or Treasurer of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in Subject to the last sentence of this Section 2718, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, the Company and the Rights Agent shall supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary desirable, which supplement or desirable; providedamendment shall not, howeverin the good faith determination of the Board of Directors of the Company, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null so long as the duties, liabilities and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and indemnifications of the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionAgent are not affected). Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment Amendment is in compliance with the terms of this Section 2718, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the failure or refusal of the Rights Agent to execute such supplement or amendment shall not be obligated to enter into affect the validity of any supplement or amendment that adversely affects adopted by the rightsCompany, dutiesany of which shall be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, obligations no supplement or immunities Amendment shall be made which increases the period of time remaining until the Maturity Time or terminates the Rights Agent under this Agreement. Prior or makes the Rights subject to redemption without the Distribution Date, the interests consent of the holders of a majority of the issued and outstanding Rights, and this Agreement may be amended in any respect upon the agreement of the Company, the Spin-Off Entity and the Rights shall be deemed coincident with Agent if the interests consent of the holders of a majority of the Common Sharesissued and outstanding Rights has been obtained with respect to such amendment.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretiontime, and the Rights Agent shall if the Company so directsdirects in writing, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, change to or (d) otherwise change, amend, delete any provision hereof or supplement to adopt any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null an Acquiring Person and void pursuant its Affiliates and Associates and any other Person with whom such Person is Acting in Concert). For the avoidance of doubt, the Company shall be entitled to Section 7(e) hereofadopt and implement such procedures and arrangements (including with third parties) as such it may deem necessary or cause this Agreement desirable to become amendable other than facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Excluded Person does not obtain the benefits thereof, and amendments in accordance with this Section 27respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Any such supplement or amendment shall authorized by this Section 27 will be evidenced by a writing executed signed by the Company and the Rights Agent. Without limiting the foregoing, the Company, subject to certification by action any of the Board, may at officers of the Company listed in Section 20(b) that any time before any Person becomes an Acquiring Person amend such supplement or amendment complies with this Section 27. Notwithstanding anything in this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has reasonably determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior No supplement or amendment to the Distribution Date, the interests of the holders of Rights this Agreement shall be deemed coincident with effective unless duly executed by the interests of the holders of the Common SharesRights Agent.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Right Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, PROVIDED that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this AgreementRedemption Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors, in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirabledesirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors in adopting this Agreement, including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the Rights Agent shall foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person, by action of its Board of Directors, amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not be obligated to enter into less than the greater of (i) any supplement or amendment that adversely affects percentage greater than the rights, duties, obligations or immunities largest percentage of the Rights Agent under this Agreement. Prior outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the Distribution Date, the interests terms of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesany such plan) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the BoardBoard of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof) as such or cause this Rights Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the BoardBoard of Directors thereof, may at any time before any Person becomes an Acquiring Person amend this Rights Agreement to make the provisions of this Rights Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Rights Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, the The Company, by action of the BoardBoard of Directors of the Company, may from time to time and time, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) to shorten or lengthen any time period hereunder, or (d) to otherwise change, amend, or supplement any provisions hereunder in or make any manner other provisions with respect to the Rights that the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Personthe Rights cease to be redeemable pursuant to Section 23, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof). For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as such it may deem necessary or cause this Agreement desirable to become amendable other than facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Acquiring Person does not obtain the benefits thereof, and amendments in accordance with this Section 27respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Any such No supplement or amendment to this Agreement shall be evidenced by a writing effective unless duly executed by the Company Rights Agent and the Company. The Rights Agent. Without limiting Agent shall duly execute and delivery any supplement or amendment hereto requested by the foregoingCompany in writing, provided that the Company has delivered to the Rights Agent a certificate signed by any one of the Chairman of the Board of Directors of the Company, by action of the BoardChief Executive Officer, may at the President, the Chief Financial Officer, any time before any Person becomes an Acquiring Person amend this Agreement to make Vice President, the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person Treasurer or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer Secretary of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Right’s Agents own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in the penultimate -------------------------- sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect -------- the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Rights Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company Redemption Price and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this AgreementRights Agreement will be effective against the Rights Agent without the written consent of the Rights Agent, which shall be evidenced by the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action of Company and the Board, Rights Agent may from time to time and in in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Stock. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or a Related Person of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable as to an Acquiring Person or a Related Person of an Acquiring Person, other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; provided further, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior No supplement or amendment to the Distribution Date, the interests of the holders of Rights this Agreement shall be deemed coincident with effective unless duly executed by the interests of the holders of the Common SharesRights Agent.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; providedPROVIDED, howeverHOWEVER, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, The Company and the Company, by action of the Board, Rights Agent may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitationRights (i) prior to the Flip-in Date, in order any respect and (ii) on or after the Close of Business on the Flip-in Date, to (a) cure make any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable (x) that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights generally (other than the Acquiring Person or any Affiliate or Associate thereof), (y) in order to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with any other provisions herein or otherwise defective or (z) in order to satisfy any applicable law, rule or regulation, including any Trading Regulation on any applicable exchange so as to allow trading of the Company’s securities thereon. The Rights that have become null Agent will duly execute and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such deliver any supplement or amendment shall be evidenced by a writing executed hereto requested by the Company and in writing, provided, that the Company has delivered to the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of Agent a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement, provided, further, that any supplement or amendment (other than to Article IV or that affects the Rights Agent’s rights, duties, obligations or immunities under this Agreement, which supplement or amendment shall not be effective against the Rights Agent without its express written consent) shall become effective immediately as between the holders of the Rights and the Company upon execution by the Company, whether or not also executed by the Rights Agent (but shall not be binding upon the Rights Agent until it is executed by it). Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such an Acquiring Person or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement an Affiliate or amendment shall be evidenced by a writing executed by the Company and the Rights AgentAssociate thereof). Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions thresholds set forth in Sections l(a) and 3(a) to not less than the greater of this Agreement inapplicable (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known by the Company to a particular transaction be beneficially owned by which a any Person might otherwise become an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionplan) and (ii) 10%. Upon the delivery of a certificate from an authorized executive officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any such supplement or amendment that does not adversely affects affect the rights, duties, rights or obligations or immunities of the Rights Agent under Section 18 or Section 20 of this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the penultimate sentence of this Section 2726, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, Company and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights Certificates. From and after the Distribution Date and subject to the penultimate sentence of this Section 26, includingthe Company and the Rights Agent shall, if the Company so directs, supplement, amend, remove any provision of this Agreement without limitation, approval of any holders of Rights in order order: (i) to (a) cure any ambiguity contained herein, ambiguity; (bii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (ciii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first provision to Section 23(a) hereof, shall be effective only if approved by at least 70 percent of the then members of the Board); or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from desirable and after such time as any Person becomes an Acquiring Person, this Agreement which shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to otherwise alter the terms and conditions lengthen, pursuant to clause (iii) of this Agreement sentence, (A) a time period relating to when the Rights may be redeemed at such time as they may apply with respect to the Rights are not then redeemable, or (B) any other time period unless such transactionlengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states and an opinion of counsel reasonably acceptable to the Rights Agent that state that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that amendment unless the Rights Agent shall not be obligated to enter into any have determined in good faith that such supplement or amendment that would adversely affects the rights, duties, obligations or immunities of the Rights Agent affect its interests under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of 1/1,000ths of Preferred Shares for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares of the Common SharesCompany.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are outstanding and then redeemable, by action of the BoardBrillian may, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if Brillian so directs, supplement or amend this Agreement, and/or any term, provision or condition of this Agreement, in any respect without the Company consent or approval of any holder or holders of the Rights. Without limiting the foregoing, Brillian may, at any time prior to the Flip-In Event, amend this Agreement to lower the percentage thresholds set forth in Sections 1(a) and 3(a) hereof to not less than 10% (the "Reduced Threshold"); provided, however, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of the purchase or acquisition of Common Shares by Brillian) to an amount equal to or greater than the greater of (x) the Reduced Threshold and (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of the Reduced Threshold, plus (ii) ..001%. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, Brillian may, and the Rights Agent shall, if Brillian so directs, supplement or amend this Agreement in any respect without the consent or approval of any holder or holders of Rights, including, without limitation, in order to provided that no such supplement or amendment may (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27sentence, or (c) cause the Rights again to become redeemable. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend made to this Agreement to make which changes the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company Brillian which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rightsdoes not amend Sections 18, duties19, obligations 20 or immunities of 21 hereof in a manner adverse to the Rights Agent under this Agreement. Prior to shall become effective immediately upon execution by Brillian, whether or not also executed by the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or ; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Sections 18, 19, 20, 21, or this Section 27 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not be obligated also executed by the Rights Agent. The Company shall provide within three (3) Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the CompanyThe Company may, by action of the BoardRequired Board Vote, may from time to time and in its sole and absolute discretiontime, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Right Certificates to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, change to or (d) otherwise change, amend, delete any provision hereof or supplement to adopt any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null an Acquiring Person and void pursuant to Section 7(e) hereof) as such or cause its Affiliates and Associates). Notwithstanding anything contained in this Agreement to become amendable other than the contrary, until the end of the Term (as defined in accordance with the Capacity Purchase Agreement), unless at such time CAL beneficially owns Common Shares representing at least 5% of the Voting Power of the Common Shares then outstanding, in which case until such time CAL ceases to beneficially own Common Shares representing at least 5% of the Voting Power of the Common Shares then outstanding, no supplement or amendment to this Agreement shall be made that deletes, amends, eliminates or otherwise changes clause (v) or clause (vi) of the definition of Exempt Person or Sections 29 or 35 of this Agreement or this sentence or otherwise has the effect of amending, eliminating or otherwise changing Sections 29 or 35 of this Agreement or clause (v) or clause (vi) of the definition of Exempt Person or this sentence without the prior written consent of Continental, which may be withheld in Continental's sole discretion. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment to this Agreement shall be made which reduces the Redemption Price, provides for an earlier Final Expiration Date, alters the provisions of Section 27. Any 23(a) relating to the redemption of the Rights, or extends the time during which the Rights may be redeemed if, in any such case, at the time of such supplement or amendment shall the Rights are not redeemable. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights, duties, liabilities and obligations of the Rights Agent under this Agreement will be evidenced effective against the Rights Agent without the execution of such supplement or amendment by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company Company, and if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; providedPROVIDED, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27Section, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if directed by the Company so directsCompany, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (other than Rights that have become null and void pursuant to Section 7(e) hereofPreferred Shares) as such or cause this Agreement contemplated hereby and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes ensure that an Acquiring Person amend this Agreement does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to make adversely affect the provisions interests of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions holders of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and -------------------------- subject to the penultimate sentence of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement, including without limitation to modify or amend the definition of Acquiring Person set forth in Section 1(a) hereof, to change the Purchase Price set forth in Section 4(a) and Section 7(b) hereof, and to extend the Final Expiration Date, without the approval of any holders of certificates representing Common Shares and without the approval of any holders of Rights or holders of certificates representing Rights. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights Certificates in order to (a) to cure any ambiguity contained herein, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained provision herein, or (c) shorten or lengthen any time period hereunder, or (d) to otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from desirable and after such time as any Person becomes an Acquiring Person, this Agreement which shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Certificates (other than Rights Certificates evidencing Rights that shall have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction)). Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment that adversely affects shall be made which lowers the rightsthresholds for an Acquiring Person or Adverse Person to less than the greater of (i) the sum of .001% and the largest percentage of outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, duties, obligations or immunities any Subsidiary of the Company, or any Person organized, appointed or established by the Company and holding Common Shares for or pursuant to the terms of any such plan, or, prior to or on the Spin-Off Distribution Date, Bio-Vascular) or (ii) 10% of the outstanding Common Shares; which extends the period during which Rights Agent under this Agreementmay be redeemed unless at the time of the amendment, no Person has become an Acquiring Person or designated an Adverse Person or a majority of the Board of Directors are Continuing Directors; or which changes the Redemption Price or the number of Preferred Share Fractions for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors upon approval by a majority of the Continuing Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors, upon approval by a majority of the Continuing Directors, in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirabledesirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors in adopting this Agreement, including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the Rights Agent shall not be obligated foregoing, the Company may at any time prior to enter into such time as any supplement or amendment that adversely affects the rightsPerson becomes an Acquiring Person, dutiesby action of its Board of Directors, obligations or immunities upon approval by a majority of the Rights Agent under Continuing Directors, amend this Agreement. Prior Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the Distribution Date, the interests terms of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesany such plan) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in this Section 2726, for so long as the Rights are then redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement Plan in any respect without the approval of any holders of RightsRights or Common Stock. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Plan without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement Plan again to become amendable as to an Acquiring Person other than in accordance with this Section 27. Any such supplement sentence; provided further, that the right of the Board to extend the Distribution Date or amendment shall be evidenced by a writing executed by make any other determination under this Plan that does not affect the Company and rights, duties, obligations or liabilities of the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at Agent shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Plan to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesPlan.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the provisions of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretiondiscretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including but not limited to the Final Expiration Date) without the approval of any holders of Rights or Common Shares. From and after the Distribution Date and subject to the provisions of this Section 27, the Company may, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement desirable which shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Right Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become interest an Acquiring Person or to otherwise alter an Affiliate or Associate of an Acquiring Person has other than as a holder of Rights). In addition, the terms Company may and conditions of the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Common Shares following the occurrence of the Distribution Date but prior to a Section 13 Event either (x) in connection with any event specified in clauses (x), (y) and (z) of Section 13(a) in which all holders of Common Shares are treated alike and not involving (other than as they may apply a holder of Common Shares being treated like all other such holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person, or any other Person acting directly or indirectly on behalf of or in association with respect to any such transactionAcquiring Person, Affiliate or Associate, or (y) following the occurrence of a Shares Acquisition Date if and for as long as the Acquiring Person is not thereafter the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding, and at the time of such amendment or supplement there is no other Person who is an Acquiring Person. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company.

Supplements and Amendments. Except as otherwise provided in this Section 2728, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or including, without limitation, the Expiration Date; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such the time as that any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would (a) adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void pursuant to Section 7(e) hereof) as such such, (b) cause the Rights again to become redeemable or (c) cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent28. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Any such supplement or amendment shall be evidenced in writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Sections 18, 19, 20, 21 or this Section 28 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not be obligated also executed by the Rights Agent. The Company shall provide within three (3) Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. The Rights Agent acknowledges that time is of the essence in connection with its execution of any such proposed supplement or amendment. Any failure to execute such proposed supplement or amendment shall not affect the validity of the actions taken by the Board pursuant to this Section 28. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company Redemption Price and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this AgreementAgreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except For as otherwise provided in this Section 27long as the Rights are then redeemable, the Company, by action of the Board, Corporation may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company Corporation so directs, supplement or amend any provision of this Agreement without the approval of any holders of the Rights. At any time when the Rights are not then redeemable, the Corporation may, and the Rights Agent shall if the Corporation so directs, supplement or amend this Rights Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights Certificates (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company Corporation may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, supplement or amendment pursuant to this Agreement clause (iii) shall not be supplemented or amended in any manner that would materially adversely affect the interests interest of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionCertificates. Upon the delivery of a certificate from an authorized appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment shall be made which changes the Redemption Price or the Expiration Date and supplements or amendments may be made after the time that adversely affects any Person becomes an Acquiring Person only if at the rights, duties, obligations or immunities time of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests action of the holders Board of Rights shall be deemed coincident with the interests Directors approving such supplement or amendment there are then in office not less than two Continuing Directors and such supplement or amendment is approved by a majority of the holders of the Common SharesContinuing Directors then in office.

Supplements and Amendments. Except as otherwise provided Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to this Section 27, the Company may in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Stock. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to this Section 27, the Company, by action of the BoardBoard of Directors of the Company, may from time to time and in its sole and absolute discretion, discretion and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would (i) adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof), (ii) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement 27 or amendment shall be evidenced by a writing executed by the Company and (iii) cause the Rights Agentto again become redeemable. Without limiting the foregoing, the Company, by action of the BoardBoard of Directors of the Company, may at any time before any Person becomes an Acquiring Person when the Rights are redeemable, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the Rights Agent contrary, the limitations on the ability of the Board of Directors of the Company to amend this Agreement set forth in this Section 27 shall not be obligated to enter into any supplement affect the power or amendment that adversely affects the rights, duties, obligations or immunities ability of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests Board of Directors of the holders Company to take any other action that is consistent with its fiduciary duties under Delaware law, including, without limitation, accelerating or extending the Final Expiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights plan with such terms as the Board of Rights shall be deemed coincident with the interests Directors of the holders of the Common SharesCompany determines in its sole discretion to be appropriate.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Personthe Flip-In Event, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null any Acquiring Person and void pursuant to Section 7(e) hereof) its Affiliates and Associates). If as such of the Close of Business on June 25, 1997, any Person is the Beneficial owner of 10% or cause more of the Common Shares of the Company then outstanding, this Agreement may be amended at any time prior to August 1, 1997, to exempt such Person from being deemed to be an Acquiring Person (but only if such Person does not become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Beneficial Owner of any additional Common Shares of the Company subsequent to the Close of Business on June 25, 1997), subject to such terms and conditions as the Rights AgentBoard of Directors of the Company deem necessary or appropriate. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable (a) specifically exempt any Person from being or being deemed to a particular transaction by which a Person might otherwise become be an Acquiring Person or Person, subject to otherwise alter the such terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that deems appropriate, (b) fix a Final Expiration Date later than the proposed supplement date set forth in Section 7 hereof or amendment is in compliance with (c) increase the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesPurchase Price.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action subject to the terms of the Boardthis Section 25, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement Plan in any respect without the approval of any holders of RightsRights or Common Stock. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Plan without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement Plan again to become amendable as to an Acquiring Person or an Affiliate or Associate of an Acquiring Person other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; provided further, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized officer of the Company Company’s Chief Executive Officer, Chief Financial Officer, treasurer, assistant treasurer, secretary or assistant secretary which states that the proposed supplement or amendment is in compliance with the terms of this Section 2725, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Plan to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Plan that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of under this Plan. No supplement or amendment to this Plan shall be effective unless duly executed by the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure prior to the Stock Acquisition Date, in any ambiguity contained hereinrespect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinafter the Stock Acquisition Date, (ci) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable that from and after such time as any Person becomes an Acquiring Person, this Agreement shall do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(esatisfy any applicable law, rule or regulation or (iv) hereof) as such to shorten or cause lengthen any time period under this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights AgentAgreement. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, General Counsel, or Secretary of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors, in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, includingand subject to the last sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights or Common Shares in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; providedprovided that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), howeverand no such supplement or amendment shall cause the Rights again to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, that from this Agreement may be supplemented or amended (a) to provide for such voting powers for the Rights and after such procedures for the exercise thereof, if any, as the Board of Directors of the Company may determine to be appropriate, and (b) at any time prior to such time as any Person becomes an Acquiring Person, this Agreement shall to lower the thresholds set forth in Section 1(a) hereof from 15% to not be supplemented or amended in less than the greater of (i) any manner that would adversely affect percentage greater than the interests largest percentage of the holders of Rights outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action any Subsidiary of the BoardCompany, may at any time before employee benefit plan of the Company or any Person becomes an Acquiring Person amend this Agreement Subsidiary of the Company, any entity holding Common Shares for or pursuant to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionplan or the Group), and (ii) 10%. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided provided, however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment adopted by the Board of Directors of the Company, any of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.01 per Right. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this Agreement. Prior to Agreement will be effective against the Distribution Date, Rights Agent without the interests execution of such supplement or amendment by the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the BoardBoard of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise to change, amend, or supplement any provision or provisions hereunder hereof in any manner that which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the BoardBoard of Directors, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. All supplements and amendments to this Agreement shall be in writing and must be authorized by the Board of Directors. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided amendment provided, however, that any supplement or amendment that does not amend Section 18, Section 19, Section 20, Section 21, or this Section 27 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the BoardBoard of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the BoardBoard of Directors thereof, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. All supplements and amendments to this Agreement shall be in writing and must be authorized by the Board of Directors. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Section 18, Section 19, Section 20, or Section 21 hereof, or this Section 27, in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretiontime, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, change to or (d) otherwise change, amend, delete any provision hereof or supplement to adopt any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null an Acquiring Person and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company its Affiliates and the Rights AgentAssociates). Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions thresholds set forth in Section 1(a) and 3(a) hereof to not less than 5% (the “Reduced Threshold”); provided, however, that no Person who, at the time of this Agreement inapplicable the amendment setting a Reduced Threshold, beneficially owns a number of Common Shares equal to a particular transaction by which a Person might otherwise or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or to otherwise alter greater than the terms and conditions greater of this Agreement (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as they may apply with respect to a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such transactionReduced Threshold plus (ii) .001%. Upon the delivery of a certificate from an authorized officer of the Company Authorized Officer which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior No supplement or amendment to the Distribution Date, the interests of the holders of Rights this Agreement shall be deemed coincident with effective unless duly executed by the interests of the holders of the Common SharesRights Agent.

Supplements and Amendments. Except as otherwise provided in Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Stock. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, includingand subject to the last sentence of this Section 27, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights or Common Stock in order to (a) to cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained provision herein, (c) to shorten or lengthen any time period hereunder, or (d) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null an Acquiring Persons or an Affiliate or Associate of such Person), and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any no such supplement or amendment shall be evidenced by a writing executed by the Company and cause the Rights Agentagain to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence or Section 31. Without limiting the generality or effect of the foregoing, the Company, by action this Agreement may be supplemented or amended to provide for such voting powers of the BoardRights and such procedures for the exercise thereof, if any, as the Board of Directors may at any time before any Person becomes an Acquiring Person amend this Agreement determine to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionbe appropriate. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that adversely affects adopted by the rightsBoard of Directors, duties, obligations or immunities any of which will be effective in accordance with the Rights Agent under terms thereof. Notwithstanding anything in this Agreement. Prior Agreement to the Distribution Datecontrary, no supplement or amendment may be made which decreases the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesstated Redemption Price to an amount less than $.005 per Right.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are outstanding and then redeemable, by action of the BoardCompany may, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement Agreement, and/or any term, provision or condition of this Agreement, in any respect without the consent or approval of any holder or holders of the Rights. Without limiting the foregoing, includingthe Company may, without limitation, in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen at any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the percentage thresholds set forth in Sections 1(a) and 3(a) hereof to not less than 10% (the "REDUCED THRESHOLD"); PROVIDED, HOWEVER, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall not be supplemented become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of the purchase or amended acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold and (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of the Reduced Threshold, plus (ii) 0.001%. At any time when the Rights are no longer redeemable, except as otherwise provided in this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the consent or approval of any manner holder or holders of Rights, provided that would no such supplement or amendment may (a) adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27sentence, or (c) cause the Rights again to become redeemable. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made to this Agreement which decreases the Company Redemption Price and no supplement or amendment that changes the rights, duties or liabilities of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects does not amend the rights, duties, obligations or immunities of Agreement in a manner adverse to the Rights Agent under this Agreement. Prior to shall become effective immediately upon execution by the Distribution DateCompany, whether or not also executed by the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the penultimate sentence of this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, Company and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) or (ii) of the first provision to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that the Company may deem deems necessary or desirable; provided, however, desirable and that from and after such time as any Person becomes an Acquiring Person, this Agreement shall does not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Certificates (other than Rights that have become null and void any Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to Section 7(eclause (iii) hereofof this sentence, (A) as such or cause this Agreement a time period relating to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and when the Rights Agentmay be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before or from time to time prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions of this Agreement inapplicable thresholds set forth in Sections 1(a) and 1(i) to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionnot less than 10%. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states stating that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment shall be made pursuant to this Section 27 that adversely affects changes the rightsRedemption Price, dutiesthe Final Expiration Date, obligations the Purchase Price or immunities the number of the Rights Agent under this Agreementshares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the CompanyCompany and the Rights Agent shall, by if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Stock, and without any further action of and without notice, such amendment or supplement should be deemed effective. From and after the Board, may from time to time and in its sole and absolute discretionDistribution Date the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders holder of Rights, including, without limitation, Rights certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions provision contained herein, (ciii) shorten to extend the Expiration Date or lengthen any other time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from desirable and after such time as any Person becomes an Acquiring Person, this Agreement which shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant to Section 7(eclause (iii) hereofof this sentence, (A) as such or cause this Agreement a time period relating to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and when the Rights Agentmay be redeemed at such time as the Rights are not then redeemable, or (B) any other time period, unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the CompanyCompany and the Rights Agent shall, by action of if the BoardCompany so directs, may at any time before any Person becomes an Acquiring Person amend this Agreement to make lower the provisions thresholds set forth in Sections 1(a) and 3(a) to not less than 10%; provided, however, that if any Person, at the time the threshold with respect to the determination of this Agreement inapplicable a Person's becoming an Acquiring Person is so lowered, beneficially owns shares of Common Stock in excess of such lowered threshold and was not an Acquiring Person immediately prior to a particular transaction by which a such time, such Person might otherwise shall not become an Acquiring Person by virtue of such threshold having been lowered unless and until such Person shall thereafter become, alone or together with its Affiliates and Associates, the Beneficial Owner of any additional shares of Common Stock (other than (x) through the exercise of any presently outstanding options, or the issuance hereafter by the Company of any options, stock appreciation rights or other securities convertible into or exercisable for stock (or the exercise of any such options, rights or other securities), (y) as a result of a dividend by the Company payable in stock or securities convertible into or exercisable for stock, or (z) by reason of the acquisition by such Person of beneficial ownership of an aggregate of no more than 10,000 shares of Common Stock (such number to otherwise alter be appropriately adjusted to reflect stock dividends, splits, reclassifications and combinations from and after the terms and conditions date of this Agreement as they may apply with respect Agreement) in any single calendar year; provided, that none of such shares are owned directly by such Person or nominees for such Person. Promptly following the adoption of any amendment or supplement pursuant to any such transaction. Upon the delivery of a certificate from this Section 26, an authorized appropriate officer of the Company which states that shall deliver to the proposed Rights Agent a copy of resolutions of the Company adopting such amendment or supplement. Upon such delivery, the amendment or supplement or amendment is shall be administered by the Rights Agent as part of this Agreement in compliance accordance with the terms of this Section 27Agreement, the Rights Agent shall execute such supplement as so amended or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreementsupplemented. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable; provided, howeverincluding but not limited to extending the Final Expiration Date, PROVIDED, HOWEVER, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; PROVIDED FURTHER, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board of Directors to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent shall may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not be obligated to enter into less than the greater of (i) any supplement or amendment that adversely affects percentage greater than the rights, duties, obligations or immunities largest percentage of the Rights Agent under this Agreement. Prior outstanding Common Shares then known by the Company to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesbeneficially owned by any Person (other than an Exempt Person) and (ii) 10%.

Supplements and Amendments. Except For as otherwise long as the Rights are then redeemable and except as provided in the penultimate sentence of this Section 2726, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rightsthe Rights or the Common Stock. At any time when the Rights are not then redeemable and except as provided in the penultimate sentence of this Section 26, includingthe Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Right Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Right Certificates as such (other than Rights that have become null and void any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 7(e11(a)(ii) hereofEvent or an Affiliate or Associate of such an Acquiring Person); provided, further, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or this Agreement amended at the sole and absolute discretion of the Company at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights as such or cause this Agreement to become amendable (other than any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in accordance with this a Section 27. Any 11(a)(ii) or an Affiliate or Associate of such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionPerson). Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment that adversely affects shall be made which changes the rightsRedemption Price, duties, obligations the Final Expiration Date or immunities the number of the Rights Agent under this Agreementshares of Common Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except For as otherwise provided in this Section 27long as the Rights are then redeemable, the Company, by action Corporation (at the direction of the Board, may from time to time and Board of Directors in its sole and absolute discretion) may, and the Rights Agent shall if the Company Corporation so directs, supplement or amend any provision of this Agreement in any manner without the approval of any holders of the Rights. At any time when the Rights are not then redeemable, the Corporation (at the direction of the Board of Directors) may, and the Rights Agent shall if the Corporation so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights (a) in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinherein or otherwise defective, including without limitation, any change in order to satisfy any applicable law, rule or regulation, (c) shorten or lengthen any time period hereunderherein, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner way that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall will not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or any other Person in whose hands Rights that have become are null and void pursuant to under the provisions of Section 7(e) hereof). Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall (A) as such or be made which changes the Redemption Price, (B) cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement 26 or amendment shall be evidenced by a writing executed by the Company and (C) cause the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement again to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionredeemable. Upon the delivery of a certificate from an authorized appropriate, officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that amendment and, subject to the last sentence hereof. Any and all supplements and amendments to this Agreement shall be evidenced in writing, signed by the Corporation, whether or not also executed by the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, liabilities, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its board of directors. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its board of directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent's own rights, duties, obligations or immunities of under this Agreement and the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall not be deemed coincident with the interests of the holders of the Common Sharesbound by supplements or amendments not executed by it.

Supplements and Amendments. Except as otherwise provided in this Section 2726, for so long as the Rights are redeemable pursuant to Section 22 hereof, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights. From and after the time at which the Rights cease to be redeemable pursuant to Section 22 hereof, includingthe Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to amend or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person or certain of their transferees), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsentence. Upon the delivery of a certificate from an authorized officer Authorized Officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything herein to the contrary, the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rightsRights Agent’s own right, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, The Company and the Rights Agent shall from time to time, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of RightsRights Certificates (or, includingprior to the Distribution Date, without limitation, the associated Common Stock certificates) in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any to extend the Final Expiration Date, notwithstanding anything to the contrary provided in clause (v) hereof, (iv) prior to the time period hereundera Person has become an Acquiring Person, or (d) otherwise change, amend, to change or supplement any of the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable to effectuate the purposes of this Agreement or (v) following the time a Person has become an Acquiring Person, to change or supplement any of the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests way unless such amendment is approved by a majority of the holders Board of Rights Directors (other than Rights that have become null and void pursuant to Section 7(eas determined in its discretion by the vote of a majority of the Directors then in office) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment whose determination shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionfinal. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that amendment unless the Rights Agent shall not be obligated to enter into any have determined in good faith that such supplement or amendment that would adversely affects the rights, duties, obligations or immunities of the Rights Agent affect its interests under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then -------------------------- redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; provided further, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board of Directors to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent shall may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not be obligated to enter into less than the greater of (i) any supplement or amendment that adversely affects percentage greater than the rights, duties, obligations or immunities largest percentage of the Rights Agent under this Agreement. Prior outstanding Common Shares then known by the Company to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesbeneficially owned by any Person (other than an Exempt Person) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure prior to the Stock Acquisition Date, in any ambiguity contained hereinrespect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinafter the Stock Acquisition Date, (ci) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable that from and after such time as any Person becomes an Acquiring Person, this Agreement shall do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(e) hereof) as such satisfy any applicable law, rule or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (cii) to shorten or lengthen any time period hereunderhereunder (which shortening or lengthening, after the time a Person becomes an Acquiring Person, shall be effective only if there are Continuing Directors and shall require the approval of at least a majority of such Continuing Directors) or (diii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; providedPROVIDED, howeverHOWEVER, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; PROVIDED FURTHER, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board of Directors to extend the Distribution Date or the Redemption Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent shall may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not be obligated to enter into less than the greater of (i) any supplement or amendment that adversely affects percentage greater than the rights, duties, obligations or immunities largest percentage of the Rights Agent under this Agreement. Prior outstanding Common Shares then known by the Company to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesbeneficially owned by any Person (other than an Exempt Person) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the BoardCompany may, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of shares of the Rights; provided, includinghowever, that the Company shall not extend the Final Expiration Date beyond 11:59 p.m., New York, New York time, on October 1, 2023 unless such extension is approved by the affirmative vote of the holders of a majority of the total number of votes of the Company’s capital stock cast at such meeting, as provided in Section 1(w) hereof. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitationthe approval of any holders of Rights Certificates, in order including to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, ; provided that no such supplement or amendment may (da) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27sentence or (c) cause the Rights again to become redeemable. Any such Notwithstanding anything to the contrary contained herein, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized officer Appropriate Officer of the Company and, if requested by the Rights Agent, an opinion of counsel (which may be internal counsel)that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be obligated required to enter into execute any amendment or supplement or amendment to this Agreement that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior No supplement or amendment to the Distribution Date, the interests of the holders of Rights this Agreement shall be deemed coincident with effective unless duly executed by the interests of the holders of the Common SharesRights Agent.

Supplements and Amendments. Except For as otherwise provided in this Section 27long as the Rights are redeemable, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of RightsRight Certificates. At any time when the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall if the Company so directs, from time to time supplement or amend this Agreement without limitation, the approval of any holders of Right Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (diii) otherwise change, amendto lengthen the time period during which the Rights may be redeemed following the Shares Acquisition Date for up to an additional twenty days beyond the time period set forth in Section 23(a), or (iv) to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from desirable and after such time as any Person becomes an Acquiring Person, this Agreement which shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Right Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions an Affiliate or Associate of this Agreement as they may apply with respect to any such transactionan Acquiring Person). Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that amendment unless the Rights Agent shall not be obligated to enter into have determined in good faith that such supplement or amendment would adversely affect its interests under this Agreement, PROVIDED that any supplement or amendment that adversely affects the rightsdoes not amend Section 18, duties19, obligations 20 or immunities of 21 hereof in a manner adverse to the Rights Agent under this Agreement. Prior to shall become effective immediately upon execution by the Distribution DateCompany, whether or not also executed by the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this (a) Prior to the Distribution Date subject to the provisions of Section 2726(b), the Company, by action of the Board, may from time to time and in its sole and absolute discretion, Company and the Rights Agent shall shall, if the Company (upon approval of the Board and the Audit Committee) so directs, supplement or amend any provision of this Agreement in any manner without the approval of any holders of certificates representing Ordinary Shares and the Rights; provided, however, that if the effect of such supplement or amendment would be to alter, amend or enlarge the scope or extent of the Rights Agent's duties, liabilities or obligations under Section 18, 19, 20, 21 or this provision of this Section 26 hereof, such supplement or amendment shall only become effective with the prior written consent of the Rights Agent. From and after the Distribution Date and subject to the provisions of Section 26(b), the Company and the Rights Agent shall, if the Company (upon approval of the Board and the Audit Committee) so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall desirable but which does not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionPerson). Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Ordinary Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) to cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) increase or decrease the Purchase Price, or (de) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights Rights; provided further that have become null and void this Agreement may not be supplemented or amended to lengthen pursuant to Section 7(eclause (c) hereofof this sentence, (A) the time 29 period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or cause this Agreement clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to become amendable other than in accordance with this Section 27. Any make any changes unilaterally necessary to facilitate the appointment of a successor Rights Agent, which such supplement or amendment changes shall be evidenced by set forth in a writing executed by the Company or by the Company and the such successor Rights Agent. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions thresholds set forth in Sections 1(a) and 3(a) hereof from 20% to not less than the greater of this Agreement inapplicable (i) any percentage greater than the largest percentage of the Voting Power of the Company then known by the Company to a particular transaction be beneficially owned by which a any Person might otherwise become an Acquiring Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company, and any entity holding securities of the Company to otherwise alter the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms and conditions of this Agreement as they may apply with respect to any such transactionemployee benefit plan or compensation arrangement) together with all Affiliates or Associates of such Person and (ii) 10%. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except For as otherwise provided in this Section 27long as the Rights are then redeemable, the Company, by action of the Board, Corporation may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company Corporation so directs, supplement or amend any provision of this Rights Agreement without the approval of any holders of the Rights. At any time when the Rights are not then redeemable, the Corporation may, and the Rights Agent shall if the Corporation so directs, supplement or amend this Rights Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights Certificates (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company Corporation may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, supplement or amendment pursuant to this Agreement clause (iii) shall not be supplemented or amended in any manner that would materially adversely affect the interests interest of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionCertificates. Upon the delivery of a certificate from an authorized appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the Rights Agent shall not be obligated to enter into any contrary, (a) no supplement or amendment that adversely affects changes the rights, duties, obligations rights or immunities duties of the Rights Agent under this Agreement. Prior to Agreement shall be effective without the Distribution Dateexecution of such supplement on amendment by the Rights Agent, (b) no supplement or amendment shall be made which changes the interests Redemption Price or the Expiration Date and (c) supplements or amendments may be made after the time that any Person becomes an Acquiring Person only if at the time of the holders of Rights shall be deemed coincident with the interests action of the holders Board of Directors approving such supplement or amendment there are then in office not less than two Continuing Directors and such supplement or amendment is approved by a majority of the Common SharesContinuing Directors then in office.

Supplements and Amendments. Except For so long as otherwise provided in the Rights are -------------------------- redeemable, and subject to the penultimate sentence of this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock or, on and after the Distribution Date, any holders of Rights Certificates. At any time when the Rights are no longer redeemable and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirableRights Certificates; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented supplement or amended in any manner that would amendment may (i) adversely affect the interests of the holders of Rights Certificates, or, prior to the Distribution Date, the holders of the Common Stock (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of any such Person), (ii) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement sentence, or amendment shall be evidenced by a writing executed by the Company and (iii) cause the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement again to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionredeemable. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date, the Purchase Price, or the number of shares of Common Stock for which a right is exercisable; provided, however, that adversely affects at any time prior to (i) a Stock Acquisition Date or (ii) the rightsdate that a tender or exchange offer by any Person (other than the Company, duties, obligations or immunities any Subsidiary of the Rights Agent Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, the Board may amend this AgreementAgreement to increase the Purchase Price or extend the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, BAM may from time to time and in its sole and absolute discretiontime, and the Rights Agent shall shall, if the Company BAM so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Class A Shareholder in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunderto make modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or (d) otherwise to make any other change, amendin each case, provided that such change, amendment, modification or supplement supplementation does not adversely affect any provisions Class A Shareholder or its rights hereunder in any manner that respect. Except as set forth in the immediately preceding sentence or as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to updates to Exhibits B-1 and B-2, any amendment or modification to this Agreement shall require (a) pursuant to a consent request duly conducted by, and at the expense of, BAM or (b) at a duly called annual or special meeting of the Company’s stockholders, (i) prior to the second (2nd) anniversary of the date of the first issuance of Class A Stock, the affirmative consent or vote, as applicable, of holders of at least two-thirds of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (within the meaning of the listing standards of the securities exchange on which the Company’s securities may then be listed) of the Company may deem necessary or desirable; provided, however, that and (ii) from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests second (2nd) anniversary of the date of the first issuance of Class A Stock, either (x) the affirmative consent or vote, as applicable, of holders of Rights a majority of the outstanding shares of Class A Stock not held by BAM, BPY or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (other than Rights that have become null and void pursuant to Section 7(ewithin the meaning of the listing standards of the securities exchange on which the Company’s securities may then be listed) hereofof the Company or (y) the affirmative consent or vote, as such applicable, of holders of at least two-thirds of the outstanding shares of Class A Stock not held by BAM, BPY or cause this Agreement to become amendable other than in accordance with this Section 27their controlled Affiliates, voting as a class. Any such supplement or amendment authorized by this Section 17 shall be evidenced by a writing executed signed by the Company BAM and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend Notwithstanding anything in this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this AgreementAgreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. Prior In executing any amendment or supplement contemplated hereby, the Rights Agent shall be provided with, and shall be entitled to conclusively and exclusively rely upon, an opinion of counsel (which may be counsel to BAM) stating that the execution of such amendment or supplement is authorized or permitted by this Agreement and all conditions precedent to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesexecution and delivery thereof have been duly satisfied or waived.

Supplements and Amendments. Except as otherwise provided in the -------------------------- penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Right Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would -------- adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this AgreementRedemption Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as otherwise provided in this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained hereinherein or as required to comply with any change in applicable law, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the rights again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27. Any sentence; and provided, further, that for so long as Xxxxxxx X. Xxxxxxx is an “Exempt Person” (as defined herein), the definitions of “Exempt Person” and “Acquiring Person” shall not be amended in any manner which would adversely affect the application of such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentterms to Xxxxxxx X. Xxxxxxx without his consent. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of this Agreement inapplicable (i) the sum of .001% and the largest percentage of the outstanding Units then known by the Company to a particular transaction be beneficially owned by which a any Person might otherwise become an Acquiring Person (other than the Company, any Subsidiary of the Company, any Initial Member, any Affiliate or to otherwise alter the terms and conditions Associate of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer Initial Member, any employee benefit plan of the Company which states that or any Subsidiary of the proposed supplement Company, or amendment is in compliance with any entity holding Units for or pursuant to the terms of this Section 27, the Rights Agent shall execute any such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesplan) and (ii) 10%.”

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are then redeemable, the Company (by action of the Board, its Board of Directors) may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as otherwise provided in this Section 27, the Company (by action of its Board of Directors) may, and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement without limitation, the approval of any holders of Rights in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person an Affiliate or Associate of an Acquiring Person, Persons (or Affiliates or Associates thereof) Acting in Concert with the foregoing, or any Person whose Rights that have become null and void pursuant to Section 7(e) hereof) as 11(a)(ii)), and no such amendment may cause the Rights again to become redeemable or cause this Rights Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which decreases the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Rights Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27Section, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if directed by the Company so directsCompany, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights; provided, further, however, that the last sentence of the definition of “Acquiring Person” shall not be amended (nor shall this Agreement otherwise be amended in any manner which would be inconsistent with such sentence) without the prior written consent of EQT. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (other than Rights that have become null and void pursuant to Section 7(e) hereofPreferred Shares) as such or cause this Agreement contemplated hereby and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes ensure that an Acquiring Person amend this Agreement does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to make adversely affect the provisions interests of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions holders of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that materially and adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are outstanding and then redeemable, by action of the BoardCompany may, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement Agreement, and/or any term, provision or condition of this Agreement, in any respect without the consent or approval of any holder or holders of the Rights. Without limiting the foregoing, includingthe Company may, without limitation, in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen at any time period hereunderprior to the Flip-In Event, or amend this Agreement to lower the percentage thresholds set forth in Sections 1(a) and 3(a) hereof to not less than 10% (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable"Reduced Threshold"); provided, however, that from and after such time as any no Person becomes who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring PersonPerson unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of the purchase or acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold and (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of the Reduced Threshold, plus (ii) .001%. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement shall not be supplemented without the consent or amended in approval of any manner holder or holders of Rights, provided that would no such supplement or amendment may (a) adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27sentence, or (c) cause the Rights again to become redeemable. Any such Notwithstanding anything contained in this Agreement to the contrary, (a) no supplement or amendment shall be evidenced by a writing executed by made to this Agreement which changes the Company Redemption Price; and (b) the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement and the Rights Agent. Without limiting Agent shall not be bound by the foregoing, the Company, supplements or amendments not executed by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionit. Upon the delivery of a certificate from an authorized appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last two sentences of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall will if the Company so directsdirects and at the expense of the Company, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, includingand subject to the last two sentences of this Section 27, the Company may, and the Rights Agent will if the Company so directs and at the expense of the Company, supplement or amend this Agreement without limitation, the approval of any holders of Rights or Common Shares in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any no such supplement or amendment shall be evidenced by a writing executed by the Company and cause the Rights Agentagain to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the CompanyRights and such procedures for the exercise thereof, by action if any, as the Directors of the Board, Company may at any time before any Person becomes an Acquiring Person amend this Agreement determine to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionbe appropriate. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided PROVIDED, HOWEVER, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment adopted by the Directors of the Company, any of which will be effective in accordance with the terms thereof. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $.01 per Right. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this Agreement. Prior to Agreement will be effective against the Distribution Date, Rights Agent without the interests execution of such supplement or amendment by the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 2728, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or including, without limitation, the Expiration Date; (d) otherwise change, amend, amend or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would (x) adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void pursuant to Section 7(e) hereof) as such such, (y) cause the Rights again to become redeemable or (z) cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent28. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Any such supplement or amendment shall be evidenced in writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Sections 18, 19, 20, 21, or this Section 28 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not be obligated also executed by the Rights Agent. The Company shall provide within three (3) Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. The Rights Agent acknowledges that time is of the essence in connection with its execution of any such proposed supplement or amendment. Any failure to execute such proposed supplement or amendment shall not affect the validity of the actions taken by the Board pursuant to this Section 28. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesCapital Stock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders holder of Rights, including, without limitationsubject to the other terms and conditions of this Agreement, in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision or provisions contained herein, (c) to shorten or lengthen any time period hereunderhereunder or to make, amend or (d) otherwise change, amend, or supplement delete any other provisions hereunder in any manner with respect to the Rights that the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights AgentRights. Without limiting the foregoing, the CompanyCompany may, by action of the Board, may at any time before prior to such time as any Person becomes an Acquiring Person Person, amend this Agreement to (A) make the provisions of this Agreement inapplicable to a particular transaction by which a Person might would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, or (B) lower the thresholds set forth in Section 1(a) and Section 3(a) to not less than 10% or more of the shares of Common Stock then outstanding (the “Reduced Threshold”); provided, however, that no Person who Beneficially Owns a number of shares of Common Stock equal to or greater than the Reduced Threshold shall become an Acquiring Person because of such Amendment unless such Person, after the public announcement of the Reduced Threshold, purchases one or more additional shares of Common Stock such that its Beneficial Ownership of the then outstanding shares of Common Stock is equal to or greater than the greater of (x) the Reduced Threshold or (y) the lowest Beneficial Ownership of such Person as a percentage of the shares of Common Stock outstanding as of any date on or after the date of the public announcement of such Reduced Threshold. Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are then redeemable, the Company (by action of the Board, its Board of Directors) may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as otherwise provided in this Section 27, the Company (by action of its Board or Directors) may, and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement without limitation, the approval of any holders of Rights in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person an Affiliate or Associate of an Acquiring Person, or any person whose Rights that have become null and void pursuant to Section 7(e) hereof) as 11(a)(ii)), and no such amendment may cause the Rights again to become redeemable or cause this Rights Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which decreases the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Rights Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 2728, prior to the Distribution Date, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights. At any time after the Distribution Date, including, the Company and the Rights Agent may from time to time supplement or amend this Agreement without limitation, the approval of any holders of Rights in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Personthe Distribution Date, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 2728. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Subject to the penultimate sentence of this Section 27, the Company, by action of the BoardBoard of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) to shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement to make any other provisions hereunder in any manner with respect to the Rights that the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent). Without limiting the foregoing, the Company, by action of the BoardBoard of Directors, may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction; and (B) to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) the sum of .001% and the largest percentage of Voting Power represented by the then outstanding shares of Voting Stock then known by the Company to be Beneficially Owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any trustee or fiduciary holding shares of Voting Stock for, or pursuant to the terms of, any such plan, acting in such capacity), and (ii) 10%. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the Rights Agent shall not be obligated to enter into any no supplement or amendment that adversely affects may be made to Sections 18, 19, 20, or 21 hereof without the rights, duties, obligations or immunities consent of the Rights Agent under this AgreementAgent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 2728, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or ; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would (a) adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or (b) cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent28. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided provided, that the Rights Agent shall not be obligated to enter into any such supplement or amendment that does not adversely affects affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (cii) to shorten or lengthen any time period hereunderhereunder (which shortening or lengthening, after the time a Person becomes an Acquiring Person, shall be effective only if there are Continuing Directors and shall require the approval of at least a majority of such Continuing Directors) or (diii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; providedPROVIDED, howeverHOWEVER, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; PROVIDED FURTHER, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board of Directors to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent shall may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be obligated beneficially owned by any Person (other than an Exempt Person) and (ii) 10%. Notwithstanding anything herein to enter into the contrary, any supplement or amendment to this Agreement, after the time that adversely affects a Person becomes an Acquiring Person shall require the rights, duties, obligations or immunities affirmative vote of a majority of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesContinuing Directors.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented supplement or amended in any manner that would amendment adversely affect affects the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person) and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided PROVIDED, HOWEVER, that the Rights Agent may, but shall not be obligated to to, enter into any such supplement or amendment that adversely affects the Rights Agent's own rights, duties, obligations duties or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure prior to the Stock Acquisition Date, in any ambiguity contained hereinrespect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinafter the Stock Acquisition Date, (ci) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable that from and after such time as any Person becomes an Acquiring Person, this Agreement shall do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(e) hereof) as such satisfy any applicable law, rule or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates subject to the other terms and conditions of this Agreement in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that herein, which may be defective or inconsistent with any other provisions contained herein, (c) to shorten or lengthen any time period hereunder, hereunder or (d) otherwise change, amend, or supplement to make any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights AgentRights. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might would otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, and; (B) to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than (i) 10% or more of the Class B Common Shares then outstanding or (ii) any combination of Class A Common Shares and Class B Common Shares representing 10% or more of the Common Shares then outstanding (the “Reduced Threshold”); provided, however, that no Person who beneficially owns a number of Class B Common Shares or a combination of Class A and Class B Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person because of such amendment unless such Person shall, after the public announcement of the Reduced Threshold (with written notice to the Rights Agent of such public announcement), increase its beneficial ownership of the then outstanding Class B Common Shares or combination of Class A and Class B Common Shares (other than as a result of an acquisition of Common Shares by the Company or as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Class B Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001%, or (ii) the lowest beneficial ownership of such Person as a percentage of a combination of the outstanding Class A and Class B Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001%. Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.”