Common use of Form of Right Certificates Clause in Contracts

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of Common Shares as shall be set forth therein at the price per whole share set forth therein (the "Purchase Price"), but the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the provisions of Section 11 and Section 22 hereof, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one-hundredth of a Preferred Share set forth therein (the price per one-hundredth of a Preferred Share being herein called the "Purchase Price"), but the Purchase Price amount and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 Sections 22 and 22 24 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a Preferred Share as shall be set forth therein at the price per whole share one one-thousandth of a Preferred Share set forth therein (the "“Purchase Price"”), but the Purchase Price number of such one one-thousandths of a Preferred Share and the number amount and kind type of securities any other securities, cash or other assets issuable upon exercise of each Right Rights, and the number of Rights outstanding Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as set forth in Exhibit A B attached hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock (or following the occurrence of a Triggering Event, Common Shares Stock) as shall be set forth therein at the price per whole one one-thousandth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preference Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A EXHIBIT B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preference Share as shall be set forth therein at the price per whole share one one-hundredth of a Preference Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preference Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NYSE or of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section Sections 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandth of a Preferred Share as shall be set forth therein at the price per whole share one one-thousandth of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-thousandth of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Common Stock or the Rights may from time to time be listed, listed or as the Company may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Agreement. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Datedate of issuance of the Rights they represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a share (including fractional shares which are integral multiples of one-thousandth of a share) of Preferred Stock as shall be set forth therein thereon at the price per whole one one-thousandth of a share set forth therein of Preferred Stock payable upon exercise of a Right provided by Section 7(b) hereof, as the same may from time to time be adjusted as provided herein (the "Purchase Exercise Price"), but the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. The Right Certificates shall show the date of countersignature and, subject to the provisions of Section 11 Sections 11, 13 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per whole one one-thousandth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Common Stock or the Rights may from time to time be listed, listed or as the Corporation may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Agreement. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Datedate of issuance of the Rights they represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a share (including fractional shares which are integral multiples of one-hundredth of a share) of Preferred Stock as shall be set forth therein thereon at the price per whole one one-hundredth of a share set forth therein of Preferred Stock payable upon exercise of a Right provided by Section 7(b) hereof, as the same may from time to time be adjusted as provided herein (the "Purchase PriceEXERCISE PRICE"), but the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed, or to conform to usage. Subject to the other provisions of Section 11 and 22 hereofthis Agreement, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a Preferred Share as shall be set forth therein at the price per whole share set forth therein (the "Purchase Price"), but the number of one one-thousandths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein. Notwithstanding anything else set forth in this Agreement, no Distribution Date shall be deemed to have occurred solely by reason of the execution and delivery or amendment of the Merger Agreement, the Contribution Agreement or the Stock Option Agreements and the transactions contemplated thereby.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares one one-hundredth Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common one one-hundredth Preferred Shares as shall be set forth therein at the price per whole share one one-hundredth Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredth Preferred Shares and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredth of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredth of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 Section 23 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole one one-hundredth of a share set forth therein (the "“Purchase Price"”), but the number of such shares and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares ADSs and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with hereto, and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any exchange applicable rule or regulation of any stock exchange, trading market or automated quotation system on which the Rights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, Certificates shall be dated as of the Distribution Record DateDate or the applicable subsequent issue date (in the case of Right Certificates issued upon registrations of transfer, split-up, combination or in replacement for a lost, stolen or mutilated certificate) and on their face shall entitle the holders thereof to purchase such number one-half of Common Shares as shall be set forth therein one ADS at the price of $0.01 per whole share set forth therein ADS (the "“Purchase Price"”), but the number of such ADSs and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law law, rule or with regulation (including, without limitation, any rule or regulation made pursuant thereto or with of any stock exchange on which the Rights may from time to time be listed, ) or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the provisions of Section 11 and 22 hereofSection 22, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth of a Preferred Share set forth therein (the "price per one-hundredth of a Preferred Share being herein called the “Purchase Price"”), but the Purchase Price amount and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price shall be subject to adjustment as provided hereinin this Agreement.

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the provisions of Section 11 and Section 22 hereof, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of Common Shares one twelve-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one twelve-hundredth of a Preferred Share set forth therein (the price per twelve-hundredth of a Preferred Share being herein called the "Purchase Price"), but the Purchase Price amount and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price shall be subject to adjustment as provided herein.

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths (or other unit) of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth (or other unit) of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths (or other unit) of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. The Right Certificates shall show the date of countersignature and, subject to the provisions of Section 11 Sections 11, 13 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a Preference Share as shall be set forth therein at the price per whole share one one-thousandth of a Preference Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a Preference Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

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

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage; provided, however, that such marks, legends, summaries or endorsements may not affect the rights or responsibilities of the Rights Agent unless the Rights Agent consents in writing thereto. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares hundredths of a Preferred Share as shall be set forth therein at the price per whole share hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, each of the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common one one-hundredth of a Preferred Shares as shall be set forth therein at the price per whole share Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredth of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Section 11 and 22 hereofthis Agreement, the Right Certificates, whenever issued, shall be dated as of the Record Date, Date and shall show the date of counter-signature by the Rights Agent on their face and shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths (1/1000th) of a share of Preferred Stock as shall be set forth therein at the price per whole one one-thousandth (1/1000th) of a share of Preferred Stock set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths (1/1000th) of a share of Preferred Stock and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as Exhibit A hereto with form set forth in EXHIBIT B hereto, and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of the NYSE or any stock exchange or interdealer quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereofthis Agreement, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a Preferred Share as shall be set forth therein at the price per whole share one one-thousandth of a Preferred Share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredth interests in a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth interest in a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one- hundredth interests in a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with B hereto, and may have such changes, marks of identification or designation and such legendsleg- ends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions pro- visions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase pur- chase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided pro- vided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or other organization on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. The Right Certificates shall be in machine printable format. Subject to the other provisions of Section 11 and 22 hereofthis Agreement, the Right Certificates, whenever issued, Certificates shall be dated as show the date of the Record Date, countersignature and on their face shall entitle the holders thereof to purchase such number of Common Shares one four-hundredths of a share of Preferred Stock as shall be set forth therein at the price per whole share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with B hereto, and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of the Rights Agent as set forth in this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any applicable stock exchange on which or the Rights may from time to time be listedNational Association of Securities Dealers, Inc., or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a Preferred Share as shall be set forth therein at the price per whole share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of assignment and of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth of a Preferred Share set forth therein (as such price may be adjusted from time to time pursuant to the terms hereof, the "Purchase PricePURCHASE PRICE"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to modification and adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ or of any other stock exchange or automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 Sections 11, 13 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per whole one one-thousandth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

Form of Right Certificates. The Each Right Certificates Certificate (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Each Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificate shall entitle the holders holder thereof to purchase such number of Common Shares as shall be set forth therein at the price per whole share set forth therein (the "Purchase Price"), but the Purchase Price and the number and kind of securities issuable upon exercise of each Right such shares and the number of Rights outstanding Purchase Price shall be subject to adjustment as provided herein. In addition, the Company shall have the right to attach a certificate to any Right Certificate providing for the holder thereof to certify whether or not such Person is or was an Acquiring Person or an Affiliate or Associate thereof or whether such Person acquired the Rights evidenced by such Right Certificate from any such Person. In the event the Company attaches such a certificate to any Right Certificate, proper execution of such certificate shall be a prerequisite to the exercise of the Rights associated therewith as set forth in the applicable provisions of this Agreement.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Common Stock or the Rights may from time to time be listed, listed or as the Corporation may deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Agreement. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Record Datedate of issuance of the Rights they represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a share (including fractional shares which are integral multiples of one-thousandth of a share) of Preferred Stock as shall be set forth therein thereon at the price per whole one one-thousandth of a share set forth therein (the "Purchase Price"), but the Purchase Price and the number and kind of securities issuable Preferred Stock payable upon exercise of each a Right and provided by Section 7(b) hereof, as the number of Rights outstanding shall same may from time to time be subject to adjustment adjusted as provided hereinherein (the “Exercise Price”).

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Common Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same form set forth as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section Sections 7, 11 and 22 hereof, the Right Certificates, whenever issued, Certificates shall be dated as of the Record Date, Distribution Date and on their face shall entitle the holders thereof to purchase such number of Common Shares as shall be set forth therein at the price per whole share Common Share set forth therein (the "Purchase Price"), but the number of such Common Shares and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) each shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listedlisted or quoted, or to conform to usage. Subject to the provisions of Section Sections 11 and 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and Date on their face and shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per whole share set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7 hereof), but the Purchase Price amount and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage; provided, however, that such marks, legends, summaries or endorsements may not affect the rights, duties or responsibilities of the Rights Agent unless the Rights Agent consents in writing thereto. Subject to the provisions of Section 11 and 22 11(o) hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares hundredths of a Preferred Share as shall be set forth therein at the price per whole share hundredth of a Preferred Share set forth therein (the "“Purchase Price"”), but the number of such hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

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

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as Exhibit A form set forth in EXHIBIT B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ Stock Market or of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section Sections 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares shares, certificate and of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in the same as form set forth in Exhibit A C hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as may be required to comply with any applicable law or any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Company Common Stock or the Rights may from time to time be listed or as the Corporation may deem appropriate to conform to usage or otherwise and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, Certificates evidencing Rights whenever issued, (a) shall be dated as of the Record Datedate of issuance of the Rights they represent and (b) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths (1/1000) of a share (including fractional shares which are integral multiples of one one-thousandth (1/1000) of a share) of Preferred Stock as shall be set forth therein thereon at the price per whole one one-thousandth (1/1000) of a share set forth therein (the "Purchase Price"), but the Purchase Price and the number and kind of securities issuable Preferred Stock payable upon exercise of each a Right and provided by Section 7(b) hereof, as the number of Rights outstanding shall same may from time to time be subject to adjustment adjusted as provided hereinherein (the “Exercise Price”).

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereofthere- of) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase pur- chase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one- hundredth of a Preferred Share set forth therein (the "Purchase Pur- chase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or securities market on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a Preferred Share as shall be set forth therein at the price per whole share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

Form of Right Certificates. The Right Certificates (and -------------------------- the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not change or increase the duties and obligations of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one- hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A EXHIBIT C hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share Unit of a Preferred Share set forth therein (the "Purchase Price"), but the number of such Units of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, which do not affect the duties or responsibilities of the Rights Agent, and as are not inconsistent with the provisions of this Agreement, Rights Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, listed or to conform to usage. Subject to the provisions of Section 11 and 22 hereof22, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right -------------------------- Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listedlisted or of the National Association of Securities Dealers, Inc. or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Preferred Shares as shall be set forth therein at the price per whole share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such Preferred Shares and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth of a Preferred Share set forth therein (the "Purchase Price")therein, but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares shares, certification and of assignment to be printed on the reverse thereof) shall be substantially in the same as form set forth in Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section Sections 11 and 22 hereof22, the Right Certificates, whenever issueddistributed, which are distributed in respect of Common Shares which were issued and outstanding as of the Record Date, shall be dated as of the Record Date, and all Right Certificates which are distributed in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in each such case on their face shall entitle the holders thereof to purchase such number of Common Shares one two-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one two-hundredth of a Preferred Share set forth therein (the "Purchase Price"), but the Purchase Price and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price thereof shall be subject to adjustment as provided herein.in this Agreement. 7

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as form of Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section Sections 11 and 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of shares of Common Shares Stock as shall be set forth therein at the price per whole share set forth therein Purchase Price (the "Purchase Price"as such term is hereinafter defined), but the Purchase Price and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price thereof shall be subject to adjustment as provided herein. To the extent provided in Section 11(a)(iii) hereof, certain Right Certificates shall contain the legend provided for therein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the same as Exhibit A form set forth in EXHIBIT B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NYSE or of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section Sections 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredths of a Preferred Share set forth therein (the "Purchase Price"), but the Purchase Price amount and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price thereof shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the provisions of Section 11 and Section 22 hereof, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of Common Shares one two-hundredths of a Preferred Share as shall be set forth therein at the price per whole share two-hundredth of a Preferred Share set forth therein (the price per two-hundredth of a Preferred Share being herein called the "Purchase Price"), but the Purchase Price amount and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price shall be subject to adjustment as provided herein.

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 11 and 22 hereof22, the Right Certificates, whenever issued, which are issued in respect of Common Shares which were issued and outstanding as of the Record Date, shall be dated as of the Record Date, and all Right Certificates which are issued in respect of other Common Shares shall be dated as of the respective dates of issuance of such Common Shares, and in either case on their face shall entitle the holders thereof to purchase such number of Common Preferred Shares as shall be set forth therein at the price per whole share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the number of such Preferred Shares and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

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

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to custom and common usage. Subject to the provisions of Section 11 and 22 hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one one-hundredth (1/100th) of a Preferred Share set forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price and the number and kind of securities issuable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase shares and Preferred Shares, the form of assignment and the form of certification to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, or to conform to usageusage or to reflect adjustments to the Rights Agreement made pursuant to this Agreement. Subject to the provisions of Section 11 and 22 hereof22, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of Common Shares one one-thousandths of a Preferred Share as shall be set forth therein at the price per whole share one one-thousandth of a Preferred Share set forth therein (the "Purchase Price"), but the Purchase Price amount and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be in substantially the same as form of Exhibit A B hereto with and may have such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the provisions of Section 11 and Section 22 hereof, the initial Right Certificates, whenever issueddistributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of Common Shares one one-hundredths of a Preferred Share as shall be set forth therein at the price per whole share one-hundredth of a Preferred Share set forth therein (the price per one-hundredth of a Preferred Share being herein called the "Purchase Price"), but the Purchase Price amount and the number and kind type of securities issuable purchasable upon the exercise of each Right and the number of Rights outstanding Purchase Price shall be subject to adjustment as provided herein.

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

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