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 in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Share set forth therein (the "Purchase Price")therein, but the number of such one one-thousandths of a share of Preferred Stock 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one one-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Share set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths of a share of Preferred Stock 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections Section 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11this Agreement, 13 and 22 hereof, the each Right Certificates Certificate shall entitle the holders holder thereof to purchase such number of one oneten-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one oneten-thousandths of a share of Preferred Stock 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 in substantially in the form set forth in of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with (including, without limitation, any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, listed) or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the provisions of Sections 11, 13 Section 11 and 22 hereofSection 22, the initial Right Certificates Certificates, whenever distributed, shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the price per one-hundredth of a Preferred Share being herein called the "Purchase Price"), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates Certificates, in each case, on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of the Preferred Stock as shall be set forth therein at the price per 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 shares 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, 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 interdealer automated quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofSection 22, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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, certification and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of NYSE or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the initial Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock and the Purchase Price each Right 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 form set forth in same as Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate 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 interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Share set forth therein (the "Purchase Price")therein, but the number of such one one-thousandths of a share of Preferred Stock 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price")therein, but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NYSE or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Rights Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Rights Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number of such one one-thousandths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B --------- hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 shall be subject to adjustment as provided herein.

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

Form of Right Certificates. The Right Certificates (and the forms form of -------------------------- election to purchase, the form of assignment and the form of election to purchase shares and without the payment of assignment cash to be printed on the reverse thereof) shall will be substantially in the form set forth in attached as Exhibit B hereto with such changes and may have such marks --------- of identification or designation designation, and such legends, summaries or endorsements printed thereon thereon, as the Company may deem appropriate 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 transaction reporting system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofSection 22, the Right Certificates shall Certificates, whenever issued, on their face will entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be are set forth therein at the price per one one-thousandth of a share of Preferred Stock Purchase Price set forth therein (the "Purchase Price")therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of such one one-thousandths of a share of Preferred Stock and the Purchase Price shall Rights outstanding will be subject to adjustment as provided herein.

Form of Right Certificates. The Subject to the provisions of Section 22 hereof, 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 form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Share set forth therein (the "Purchase Price")therein, but the number of such one one-thousandths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements 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 listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates Certificates, in each case, on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of the Preferred Stock as shall be set forth therein at the price per 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 shares 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this his 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 automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 purchase, certification and of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation national market system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth thousandths of a share of Preferred Stock set forth therein (the "“Purchase Price"”), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of NASDAQ or of any stock exchange or interdealer other automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Preference Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Preference Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Preference Stock 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 and of assignment to be printed on the reverse thereof) ), shall be substantially in the form set forth in Exhibit B "B" hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per such one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share shares of Preferred Stock 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections Section 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths one- hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements 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 listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-one- thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Agreement, the Right Certificates Certificates, whenever distributed, (i) shall be dated as of the Record Date; (ii) shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 Stock; and (iii) 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths thousandth of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Share set forth therein (at the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ Stock Market or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 Units and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company Partnership 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 interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Units as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Unit set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock Units 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections Section 11, Section 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredth of a share of Preferred Stock as shall be set forth therein at the price per such one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths of a share shares of Preferred Stock 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 in the form set forth in same as Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange exchange, trading market or interdealer automated quotation system on which the Rights Right Certificates may from time to time be listed or quotedlisted, or to conform to customary usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates 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 hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 in the form set forth in same as Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate 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 automated quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Share set forth therein (the "Purchase Price")therein, but the number of such one one-thousandths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of NYSE or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 Preference Shares and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Preference Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Preference Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths one- hundredths of a share of Preferred Stock Preference Share or other securities purchasable 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable -8- law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer inter-dealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein. All references herein to the Purchase Price shall mean the Purchase Price as in effect at the time in question.

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 form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NYSE or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths thousandth of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, 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 listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one oneten-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as such term is hereinafter defined), but the number and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit EXHIBIT B hereto and may have such marks of identification or designation and such legends, summaries or endorsements 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 listed or quoted, or to conform to usage. Subject to the provisions of Sections SECTIONS 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-one- thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one oneten-thousandths of a share of Preferred Incentive Stock as shall be set forth therein at the price per one oneten-thousandth of a share of Preferred Incentive Stock set forth therein (the "“Purchase Price"”), but the number of such one oneten-thousandths of a share of Preferred Incentive Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-one- thousandths of a share of Preferred Stock 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 in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation automated quotations system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections Section 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths one- hundredths of a share of Preferred Stock 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 and of assignment assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one one-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths of a share of Series A Preferred Stock 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 in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ Stock Market or of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredths of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of 16 13 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 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 form set forth in of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this 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 interdealer automated quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Rights Agreement, the Right Certificates 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 one one-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Purchase Price set forth therein (the "Purchase Price")therein, but the number of such one one-thousandths of a share of Preferred Stock 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 and of assignment and certificates to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 Section 23 hereof, the Right Certificates Certificates, whenever issued, shall be dated as of August 18, 1998, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock shares 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections Section 11, Section 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the other provisions of Sections 11, 13 and 22 hereofthis Agreement, the Right Certificates whenever distributed shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price Purchase Price per one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "Purchase Price")Share, but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right 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 and of assignment assignment, to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange exchange, trading market or interdealer quotation system on which the Rights may from time to time be listed listed, traded or quoted, or to conform to usage. Subject to the provisions of Sections 11this Agreement, 13 and 22 hereof, the each Right Certificates Certificate shall entitle the holders holder thereof to purchase such number of one one-thousandths hundredths (1/100ths) of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein (such price per share, as adjusted from time to time as provided herein, the "“Purchase Price"”); provided, but however, that amount and type of Securities purchasable upon the number exercise of such one one-thousandths of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit EXHIBIT B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such one one-thousandths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer inter-dealer quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of NYSE or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 Section 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 Preference Shares and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Preference Share as shall be set forth therein at the price per one one-thousandth one- hundredth of a share of Preferred Stock Preference Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock Preference 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ Stock Market or of any other stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Common Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths shares of a share of Preferred Common Stock 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 and of assignment assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one oneten-thousandths of a share of Series B Preferred Stock as shall be set forth therein at the price per one oneten-thousandth thousandths of a share of Series B Preferred Stock set forth therein (the "“Purchase Price"”), but the number of such one oneten-thousandths of a share of Series B Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Series B Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series B Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Series B Preferred Stock 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 and of assignment assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one one-thousandths hundredths of a share of Junior Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Junior Preferred Stock set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths hundredths of a share of Junior Preferred Stock 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 in substantially in the form set forth in of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule law, rule, or regulation made pursuant thereto or with (including, without limitation, any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, listed) or to conform to usageusage or to reflect adjustments to the Rights made under this Agreement. Subject to the provisions of Sections 11, 13 11 and 22 hereof22, the initial Right Certificates Certificates, whenever distributed, shall entitle the holders thereof to purchase such number of one oneten-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one oneten-thousandth of a share of Preferred Stock Share set forth therein (the "price per ten-thousandth of a Preferred Share being the “Purchase Price"”), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate 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 automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates Certificates, shall entitle the holders thereof to purchase such the number of one one-thousandths of a share of Preferred Stock Shares as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock Shares 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 and of assignment assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one one-thousandths of a share of Series A Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Stock set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths of a share of Series A Preferred Stock 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 purchase, certification and of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation national market system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth thousandths of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the Purchase Price thereof shall be subject to adjustment as provided hereinin this Agreement.

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

Form of Right Certificates. A11 - 12 (a) 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 form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Common Stock set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths shares of a share of Preferred Common Stock 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 in the form set forth in same as Exhibit B --------- hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation transaction reporting system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a whole share of Preferred Common Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths shares of a share of Preferred Common Stock and the Purchase Price shall be subject to adjustment as provided herein.

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

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 form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereofthis Plan, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths millionth of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 Units and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Unit as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Unit set forth therein (the "“Purchase Price"”), but the number of such one one-thousandths hundredths of a share of Preferred Stock Unit 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of Nasdaq or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Series C Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 purchase, certification and of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, 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 hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredths of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 substantially in the form set forth in same as Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this 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 regu- lation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform con- form to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths one- hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NYSE or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein Purchase Price (the "Purchase Price"as determined pursuant to Section 7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a share of Preferred Stock each Right and the 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 Preference Shares and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedtraded, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Preference Share as shall be set forth therein thereon at the price per one one-thousandth hundredth of a share of Preferred Stock Preference Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock Preference Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any applicable rule or regulation of any national or regional stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock Share as shall be set forth therein therein, at the price per one one-thousandth hundredth of a share of Preferred Stock Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Preference Share as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock Preference Share set forth therein (the "Purchase Price"), but the number of such one one-thousandths of a share of Preferred Stock Preference 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 and of assignment assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 terms and 22 conditions hereof, the Right Certificates 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 one oneten-thousandths of a share of Series D Preferred Stock as shall be set forth therein at the price per one oneten-thousandth thousandths of a share of Series D Preferred Stock set forth therein (the "“Purchase Price"”), but the number of such one oneten-thousandths of a share of Series D Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in same as Exhibit B hereto and may have such marks of identification or designation and such 15 -11- 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 listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and Section 22 hereof, the Right Certificates 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 one one-thousandths shares of a share of the Preferred Stock (or following a Triggering Event, Common Stock, other securities, cash or other assets as the case may be) as shall be set forth therein at the price per one one-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 shares 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements 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 listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-one- thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 shall be subject to adjustment as provided herein.. CORPDAL:121602.3 18747-00028 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 form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the New York Stock Exchange or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per 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 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 form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one oneten-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one oneten-thousandth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one oneten-thousandths of a share of Preferred Stock 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 and of assignment to be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the NASDAQ Stock Market or of any other stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or quotedlisted, or to conform to usage. Subject to the provisions of Sections 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Stock set forth therein (the "Purchase Price"), but the number of such one one-thousandths hundredths of a share of Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein. Section 5.