Common use of Exchange and Redemption Clause in Contracts

Exchange and Redemption. The Rights cannot be exercised until the Distribution Date and will expire at the Close of Business on August 10, 2014 unless earlier redeemed or exchanged by the Company as described below. At any time after an individual or group becomes an Acquiring Person and before the Acquiring Person, alone or with its Affiliates and Associates, obtains 50% or more of the outstanding Common Stock of the Company, the board of directors may exchange the Rights (other than Rights owned by the Acquiring Person), in whole or in part, at an exchange ratio (subject to adjustment) equal to that number obtained by dividing the Purchase Price by the then Current Per Share Market Price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer has been made by any Person (subject to the exceptions provided for in the Rights Agreement). At any time until 10 days following the Stock Acquisition Date, the board of directors may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the board). The Rights will terminate immediately upon an action of the board ordering redemption of the Rights, and the only right remaining available to the holder will be to receive the $0.001 redemption price.

Exchange and Redemption. The Rights cannot be exercised until the Distribution Date and will expire at the Close of Business on August 10February 29, 2014 2018 unless earlier redeemed or exchanged by the Company as described below. At any time after an individual or group becomes an Acquiring Person and before the Acquiring Person, alone or with its Affiliates and Associates, obtains 50% or more of the outstanding Common Stock of the Company, the board of directors may exchange the Rights (other than Rights owned by the Acquiring Person), in whole or in part, at an exchange ratio (subject to adjustment) equal to that number obtained by dividing the Purchase Price by the then Current Per Share Market Price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer has been made by any Person (subject to the exceptions provided for in the Rights Agreement). At any time until 10 days following the Stock Acquisition Date, the board of directors may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the board). The Rights will terminate immediately upon an action of the board ordering redemption of the Rights, and the only right remaining available to the holder will be to receive the $0.001 redemption price.