Common use of Form of Right Certificates Clause in Contracts

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, shall be substantially the 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which that do not affect the rights, duties, liabilities duties or responsibilities obligations of the Rights AgentAgent as set forth in this Agreement) 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 or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereofSection 22, the Right Certificates Certificates, in each case, on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares (or fraction of a share) of the Preferred Share Stock as shall be set forth therein at the price per one one-thousandth share (or fraction of a Preferred Share share) set forth in Section 7 hereof therein (the “Purchase Price”), but the number amount and type of such one one-thousandths securities purchasable upon exercise of a Preferred Share each Right, and the Purchase Price Price, shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase Preferred Shares and the form of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form of Exhibit B hereto. The Right Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule Rule or regulation Regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of hundredth interests in a Preferred Share as shall be set forth therein at the price per one one-thousandth of hundredth interest in a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of hundredth interests in a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which appropriate, provided that such marks, legends, summaries and endorsements do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the other provisions of Sections 11 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Exercise Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Exercise Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be in substantially the same as form of 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereofof this Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of thousandth interests in a Preferred Share as shall be set forth therein at the price per one one-thousandth of interest in a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share each Right 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 Preferred Shares and form of assignment to be printed on the reverse side thereof), when and if issued, ) shall be in substantially the same form attached to this Agreement 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 (but appropriate, which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock securities exchange on which the Rights may from time to time be listed or of any automated quotations system of a national securities association on which the Financial Industry Regulatory AuthorityRights may from time to time be registered or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates Certificates, whenever issued, on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at for the price Purchase Price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”)Share, but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment from time to time as provided hereinherein provided.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as 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 Brillian may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of the National Association of Securities Dealers, Inc. or any stock exchange or the Financial Industry Regulatory Authorityinterdealer quotation system on which Rights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Series A Right Certificates, the Series B Right Certificates and the Series C Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as forms set forth in Exhibit B D, Exhibit E and Exhibit F hereto, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or interdealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “applicable Purchase Price”), but the number of such one one-thousandths of a share of Preferred Share Stock and the such Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in 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 (but which appropriate, provided that such marks, legends, summaries and endorsements do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of the New York Stock Exchange or of any other stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a share of Preferred Share 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form of 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or traded, or to conform to customary usage. Subject to the provisions of Sections 7, 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or traded, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the same as Exhibit EXHIBIT B hereto, hereto (in a format that is machine printable and reasonably satisfactory to the Rights Agent) and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or as may be appropriate to conform to customary usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof22, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths thousandth of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, shall be in substantially the same form 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase Preferred Shares and form of assignment to be printed on the reverse side thereof), when and if issued, ) shall be in substantially the same form set forth 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 (but which do shall not affect the rights, duties, liabilities liabilities, protections or responsibilities of the Rights Agent) Agent hereunder 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or interdealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or traded, or to conform to customary usage. Subject to the other provisions of this Rights Agreement (including Sections 7, 11 and 22 hereof24), the Right Certificates Certificates, whenever issued, shall be dated as of the Distribution Date and shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share Shares as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and for the Purchase Price shall be set forth therein, subject to adjustment as provided hereinin this Rights Agreement.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but appropriate, which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Class A Right Certificates and the Class B Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in Exhibit B C hereto and Exhibit D hereto, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or interdealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 A Preferred Share Stock or Series B Preferred Stock, as the case may be, as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.per

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, shall be substantially the 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one oneten-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one oneten-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or other organization on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the same as set forth in Exhibit B hereto, 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever distributed, shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Share Stock (or following the occurrence of a Triggering Event, Common Stock) as shall be set forth therein at the price per one one-thousandth of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a share of Preferred Share 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 Preferred Shares purchase, assignment and of assignment certificate to be printed on the reverse thereof), when when, as and if issued, shall be substantially the 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 (but appropriate, which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) , and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange on which the Common Shares of the Company or the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections Section 11 and Section 22 hereof, the Right Certificates Certificates, whenever issued, which are issued in respect of Common Shares which were issued and outstanding as of the Close of Business on the Distribution Date, shall be dated as of the Close of Business on the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of Preferred Shares (including fractional shares which are integral multiples of one one-thousandths hundredth of a Preferred Share share) as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”)therein, but the number amount and type of such one one-thousandths securities purchasable upon exercise of a Preferred Share 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 Preferred Shares shares, certification and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a share of Preferred Share 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 Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in Exhibit B hereto, hereto for the PE Rights and Exhibit C hereto for the Celera Genomics Rights and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of the New York Stock Exchange, Pacific Stock Exchange, NASDAQ or of any other stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Share Stock set forth in Section 7 hereof (the “Purchase Price”)therein, but the number of such one one-thousandths of a share of Preferred Share 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 Preferred Shares shares and of assignment and the certificates to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in Exhibit B hereto, 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of NASDAQ or of any other stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereofthis Plan, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Purchase Price (as determined pursuant to Section 7 hereof (the “Purchase Price”7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share 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 Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which that do not affect the rights, duties, liabilities duties or responsibilities obligations of the Rights AgentAgent as set forth in this Agreement) 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 or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or traded, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereofSection 22, the Right Certificates Certificates, in each case, on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares (or fraction of a share) of the Preferred Share Stock as shall be set forth therein at the price per one one-thousandth share (or fraction of a Preferred Share share) set forth in Section 7 hereof therein (the “Purchase Price”), but the number amount and type of such one one-thousandths securities purchasable upon exercise of a Preferred Share each Right, and the Purchase Price Price, shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a share of Preferred Share 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 Preferred Shares shares of Class A Common Stock and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, Authority or to conform to customary usage. Subject to the provisions of Sections 7, 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths shares of a Preferred Share Class A Common Stock as shall be set forth therein at the price per one one-thousandth share of a Preferred Share Class A Common Stock set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths shares of a Preferred Share Class A Common Stock issuable upon exercise of 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 Preferred Shares shares, certification and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which appropriate, provided that such marks, legends, summaries and endorsements do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) , and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Common Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be in substantially the same as form of 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 (but which appropriate, provided that such marks, legends, summaries and endorsements do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 this Agreement, including the provisions hereof relating to the adjustment of the number of Common Shares and 22 hereofthe Purchase Price under specified circumstances, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Common Share as shall be at the price set forth therein at the price per one one-thousandth of a Preferred Common Share set forth in Section 7 hereof held by such holder (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the same as Exhibit B hereto, C hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do shall not affect the rights, duties, liabilities liabilities, protections or responsibilities of the Rights AgentAgent hereunder) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”)therein, but the number amount and type of securities purchasable upon exercise of each Right and such one one-thousandths of a Preferred Share and the Purchase Price purchase price shall be subject to adjustment as provided hereinherein (such purchase price, as so adjusted, the “Purchase Price”).

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not materially and adversely affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one oneten-thousandths thousandth of a Preferred Share as shall be set forth therein at the price per one oneten-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one oneten-thousandths thousandth of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 Plan (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement), or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment and the certificates to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of the New York Stock Exchange or of any other stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereofthis Plan, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Purchase Price (as determined pursuant to Section 7 hereof (the “Purchase Price”7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share 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 Preferred Common Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth on Exhibit B hereto, A hereto and may have such those marks of identification or designation and such those legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required 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 or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 7, 11 and 22 hereof, the Right Certificates Certificates, whenever distributed, shall be dated as of the Record Date and shall entitle the holders thereof to purchase such that number of one one-thousandths of a Preferred Share Common Shares as shall be set forth therein at the price per one one-thousandth of a Preferred Common Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number amount and type of such one one-thousandths securities purchasable upon exercise of a Preferred Share 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 Preferred Common Shares and of assignment to be printed on the reverse thereof), when and if issued, shall be substantially in the same as form of Exhibit B hereto, 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Preferred Share Common Shares as shall be set forth therein at the price per one one-thousandth of a Preferred Share Purchase Price set forth in Section 7 hereof (the “Purchase Price”)therein, but the number of such one one-thousandths of a Preferred Share Common 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 Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in 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 (but and which do not affect increase the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of the Nasdaq Stock Market or of any other stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase Preferred Shares and form of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same form set forth as Exhibit B heretoA hereto with such changes, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which provided that such marks, legends, summaries or endorsements do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or transaction reporting system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates Certificates, whenever issued, on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share Common Shares as shall be set forth therein at the price per one one-thousandth of a Preferred Share Purchase Price set forth in Section 7 hereof (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 Preferred Share and the Purchase Price Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase Preferred Shares and form of assignment to be printed on the reverse side thereof), when and if issued, ) shall be in substantially the same form attached to this Agreement 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 (but appropriate, which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock securities exchange on which the Rights may from time to time be listed or of any automated quotations system of a national securities association on which the Financial Industry Regulatory AuthorityRights may from time to time be registered or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates Certificates, whenever issued, on their face shall entitle the holders thereof to purchase such number of one one-thousandths one- hundredths of a Preferred Share as shall be set forth therein at for the price Purchase Price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”)Share, but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment from time to time as provided hereinherein provided.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do shall not affect the rights, duties, liabilities liabilities, protections or responsibilities of the Rights Agent) Agent hereunder and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or other organization on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as Exhibit form set forth in 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 (but and which do not affect increase the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this AgreementAmendment, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of the Nasdaq Stock Market or of any other stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in Exhibit B hereto, 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 Plan (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement), or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share as shall be set forth therein at the price per one one-thousandth of a share of Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Series B Junior Participating Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities obligations of the Rights AgentAgent as set forth in this Agreement) 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 or automated quotations system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereofSection 11, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares, certification and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, dutiesimmunities, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”)therein, but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in Exhibit B hereto, 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, and which do not affect the rights, duties or responsibilities of the Rights Agent, 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 or interdealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a share of Preferred Share 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities rights or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not adversely affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the terms and conditions hereof, including but limited to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and --------------------------- the forms of election to purchase Preferred Shares purchase, certification and of assignment to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 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-one- thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-thousandth thousandths of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of, and which do not affect the duties, rights or responsibilities of the Rights Agent under, this Rights 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 or interdealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 11, 13 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredth of a share of Preferred Share Stock as shall be set forth therein at the price per such one one-thousandth hundredth of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths shares of a Preferred Share 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be in substantially the same as form of 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 (but which appropriate, provided that such marks, legends, summaries and endorsements do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 this Agreement, including the provisions hereof relating to the adjustment of the number of one one-hundredth interests in a Preferred Share and 22 hereofthe Purchase Price under specified circumstances, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of hundredth interests in a Preferred Share as shall be set forth therein at the price per one one-thousandth of hundredth interest in a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement), or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 (1/1,000) of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth (1/1,000) of a share of Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths (1/1,000) of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, shall be in substantially the same form 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth one‑thousandth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent hereunder unless otherwise agreed to by the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange exchange, NASDAQ or the Financial Industry Regulatory Authority, FINRA or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities rights or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any governmental authority, stock exchange exchange, securities commission or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be in substantially the same as form of 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable law, rule or regulation made pursuant thereto or with (including, without limitation, any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory Authority, Rights may from time to time be listed) or to conform to customary usageusage or to reflect adjustments to the Rights made pursuant to this Agreement. Subject to the provisions of Sections 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 Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof 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 Preferred Share 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 Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in Exhibit B hereto, hereto and may have such changes or marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not adversely affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties, obligations or liabilities of the Rights Agent, 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 or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof which shall initially be $50.00 (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall each be in substantially the same as form set forth in Exhibit B hereto, 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary custom and common usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths 1/10,000ths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one one-thousandths 1/10,000ths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement), or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 tenths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth tenth of a share of Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths tenths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not materially and adversely affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths one‑hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth one‑hundredth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths one‑hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form of 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or inter-dealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or traded, or to conform to customary usage. Subject to the provisions of Sections 11 Section 11(a)(ii) and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share (or other securities or assets issuable upon exercise of the Rights as set forth herein) as shall be set forth therein at the price Purchase Price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”)Share, but the number of such one one-thousandths of a Preferred Share (or other securities or assets issuable upon exercise of the Rights) 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 Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in Exhibit B hereto, C hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of NYSE or of any other stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein therein, at the price per one one-thousandth of a Preferred Share set forth Purchase Price (as defined in Section 7 hereof (the “Purchase Price”7(b) hereof), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall each be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares, certification and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect change the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”"PURCHASE PRICE"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, shall be in substantially the same form 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 (but which do not adversely affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths one‑thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth one‑thousandth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths one‑thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares, certification and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Common Shares or Class A Common Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the same as Exhibit B hereto, A-1 or Exhibit A-2 hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share Common Shares or Class A Common Shares as shall be set forth therein at the price per one one-thousandth of a Preferred Common Share or Class A Common Share set forth in Section 7 hereof (the “Purchase Price”)therein, but the number amount and type of such one one-thousandths securities purchasable upon exercise of a Preferred Share 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do shall not affect the rights, duties, liabilities liabilities, protections or responsibilities of the Rights AgentAgent hereunder) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”)therein, but the number amount and type of securities purchasable upon exercise of each Right and such one one-thousandths of a Preferred Share and the Purchase Price purchase price shall be subject to adjustment as provided hereinherein (such purchase price, as so adjusted, the “Purchase Price”).

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock securities exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Series A Preferred Share as shall be set forth therein at the price per one one-thousandth thousandths of a Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities liabilities, protections or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of NYSE or of any other stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Junior Preferred Share Stock as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Purchase Price (as determined pursuant to Section 7 hereof (the “Purchase Price”7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. The Company shall use all reasonable efforts to give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, shall each be substantially in the same as form set forth in Exhibit B hereto, 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 (but which do not adversely affect the rights, duties, protections, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not unreasonably affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement), or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Series A Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a share of Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment assignment, including the certifications therein, to be printed on the reverse thereof), when and if issued, ) shall each be substantially in the same as form set forth in 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 (but which do not affect affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement), or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 tenths of a share of Series A Preferred Share as shall be set forth therein at the price per one one-thousandth tenth of a share of Series A Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths tenths of a share of Series A Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the -------------------------- forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares of Preferred Shares Stock and of assignment to be printed on the reverse thereof), when and if issued, shall be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or interdealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usageusage (but which, in each case, do not affect the rights, duties, liabilities or responsibilities of the Rights Agent). Subject to the provisions of Sections 11 and 22 hereofthis Agreement, the each Right Certificates Certificate shall entitle the holders holder thereof to purchase such number of one oneten-thousandths of a share of Preferred Share Stock as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one oneten-thousandths of a share of Preferred Share 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 Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in 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 (but which do shall not affect the rights, dutiesimmunities, duties or liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of Nasdaq or of any other stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 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 Share Stock as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Purchase Price (as determined pursuant to Section 7 hereof (the “Purchase Price”7), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share 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 Preferred Preference Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or market on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Preference Share as shall be set forth therein at the price per one one-thousandth of a Preferred Preference Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a Preferred 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities obligations of the Rights AgentAgent as set forth in this Agreement) 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 or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the other provisions of Sections 11 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc., or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares of Class A Common Stock and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same form set forth in 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, Authority or to conform to customary usage. Subject to the provisions of Sections 7, 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths shares of a Preferred Share Class A Common Stock as shall be set forth therein at the price per one one-thousandth share of a Preferred Share Class A Common Stock set forth in Section 7 hereof therein (the “Purchase 4828-6326-0367v.2 Price”), but the number of such one one-thousandths shares of a Preferred Share Class A Common Stock issuable upon exercise of 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the same as Exhibit 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage, provided that such marks, legends, summaries and endorsements do not affect the rights, duties or responsibilities of the Rights Agent. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares, certification and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the same as form attached hereto 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or trading system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Preferred Share as shall be set forth therein at the price per one one-thousandth hundredth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths hundredths of a Preferred 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 Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in 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 (but which do shall not affect the rights, duties, liabilities liabilities, protections or responsibilities of the Rights AgentAgent hereunder) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of Nasdaq or of any other stock exchange or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 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 B Preferred Share Stock as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Purchase Price (as determined pursuant to Section 7 hereof (the “Purchase Price”hereof), but the number amount and type of such one one-thousandths securities purchasable upon the exercise of a Preferred Share 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 Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in Exhibit B hereto, 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 (but and which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or interdealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of a share of Preferred Share 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 Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this AgreementPlan and which do not affect the rights, duties, obligations or liabilities of the Rights Agent, 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 or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth herein in Section 7 hereof (the “Purchase Price”7(b), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase Preferred Shares and Shares, the form of assignment and the form of certification to be printed on the reverse thereof), when and if issued, ) shall be substantially the same as Exhibit B hereto, to this Amended and Restated Agreement and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which appropriate, provided that such marks, legends, summaries and endorsements do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. The Right Certificates shall be in machine-printable form and in a format reasonably satisfactory to the Rights Agent. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of hundredth interests in a Preferred Share as shall be set forth therein at the price per one one-thousandth of hundredth interest in a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths of hundredth interests in a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms form of election to purchase Preferred Shares and form of assignment to be printed on the reverse side thereof), when and if issued, shall be in substantially the same form set forth 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the other provisions of this Rights Agreement (including Sections 7, 11 and 22 hereof23), the Right Certificates Certificates, whenever issued, shall be dated as of the Distribution Date and shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share Shares as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one one-thousandths of a Preferred Share and for the Purchase Price shall be set forth therein, subject to adjustment as provided hereinin this Rights Agreement.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not materially and adversely affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths one‑hundredths of a Preferred Share as shall be set forth therein at the price per one one-thousandth one‑hundredth of a Preferred Share set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths one‑hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which that do not affect the rights, duties, liabilities duties or responsibilities obligations of the Rights AgentAgent as set forth in this Agreement) 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 or automated quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and 22 hereofSection 22, the Right Certificates Certificates, whenever issued, on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a Preferred Share Stock as shall be set forth therein at the price per one one-thousandth of a Preferred Share share set forth in Section 7 hereof therein (the “Purchase Price”), but the number of such one one-thousandths shares (and the type of a Preferred Share securities or other property issuance upon exercise of the Rights ) and the Purchase Price shall be subject to adjustment as provided herein. Notwithstanding any other provision of this Agreement to the contrary, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in place of Rights evidenced by Right Certificates.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same as form set forth in Exhibit B hereto, 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 (but which do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or interdealer quotation system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 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 Share Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share of Preferred Share Stock set forth in Section 7 hereof therein (the “"Purchase Price”"), but the number of such one one-thousandths hundredths of a share of Preferred Share Stock 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 Preferred Shares and form of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially in the same form set forth as Exhibit B heretohereto with such changes, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which provided that such marks, legends, summaries or endorsements do not affect the rights, duties, liabilities duties or responsibilities of the Rights Agent) Agent and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or transaction reporting system on which the Financial Industry Regulatory AuthorityRights may from time to time be listed or quoted, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates Certificates, whenever issued, on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share Purchase Price set forth in Section 7 hereof (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 Preferred Share and the Purchase Price Rights outstanding shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the same as provided for in Exhibit B A hereto, or, if the Board of Directors deems appropriate, such other certificates, other documents or book entries evidencing the Rights, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) 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 applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the provisions of Sections 11 and Section 22 hereof, the Right Certificates Certificates, whenever issued, shall be dated as of the Record Date, and shall entitle the holders thereof to purchase such number and kind of one one-thousandths of a Preferred Share Common Shares as shall be set forth therein at the price per one one-thousandth of a Preferred Share share set forth in Section 7 hereof (the “Purchase Price”)therein, but the number and kind of such one one-thousandths of a Preferred Share Common Shares and the Purchase Price price per share shall be subject to adjustment as provided herein.

Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof), when and if issued, ) shall be substantially the 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 (but which do not affect the rights, duties, liabilities obligations or responsibilities immunities of the Rights AgentAgent as set forth in this Agreement) 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 or on which the Financial Industry Regulatory AuthorityRights may from time to time be listed, or to conform to customary usage. Subject to the other provisions of Sections 11 and 22 hereofthis Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one oneten-thousandths of a Preferred Share as shall be set forth therein at the price per one one-thousandth of a Preferred Share set forth in Section 7 hereof (the “Purchase Price”), but the number of such one oneten-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.