Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. The Board, by majority vote, may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all) of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Immediately upon the taking of such action ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). Within 10 days after such action ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the fifteenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time prior to the earlier of (x) the time that any Person becomes an Acquiring Person, or (y) the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price," as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right so held. Within 10 days after such action ordering the redemption of all of the Rights, the Company The Corporation shall promptly give notice of any such redemption to the Rights Agent and the holders of Rights in the then outstanding Rights by mailing manner set forth in Section 26, provided, however, that the failure to give, or any defect in, any such notice to all shall not affect the validity of such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stockredemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption and Termination. (a) The BoardBoard may (following the Stock Acquisition Date, by only with the concurrence of a majority vote, mayof the Continuing Directors), at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board (with, if required, the concurrence of a majority of the Continuing Directors) ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Company may, at its option, by action of a majority of the Board of Directors, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth calendar day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .0001 per Right, appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in shares of Common Stock (based on the Current Per Share Market Price of the Common Stock, determined in accordance with Section 11(d), at the time of redemption), cash (whether in United States dollars or in such other currency or currencies as the Board of Directors may determine) or any other form of consideration deemed appropriate by the Board of Directors. Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights would result in the payment of an amount not equal to $.01 or an integral multiple of $.01, the amount to be paid shall be rounded upward to the next $.01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to subsection (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right so held. Within 10 ten (10) days after such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the shares of Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made and in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be madeeffected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e)) held by each holder of Rights.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that from and after the time that any Person shall become an Acquiring Person (other than pursuant to a Permitted Offer), but prior to the expiration of the right of redemption set forth in this sentence, the Company may redeem the Rights only if at the time of the action of the Board of Directors there are then in office not less than two Continuing Directors and such redemption is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will shall terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board is elected by stockholder action by written consent, or is comprised of persons elected at a meeting of stockholders who were not nominated by the Board in office immediately prior to such meeting or action, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person.

Redemption and Termination. (i) The Board, by majority vote, Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Immediately , at any time prior to the earlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date, and the Corporation may, at its option, pay the Redemption Price either in Common Shares (based on the current per share market price, as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided, however, that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. (ii) In addition, the Board of Directors of the Corporation may, at its option, at any time following a Shares Acquisition Date but prior to any Section 13 Event, redeem all but not less than all of the then outstanding Rights at the Redemption Price in connection with any Section 13 Event in which all holders of Common Shares are treated alike and not involving (other than as a holder of Common Shares being treated like all other such holders) a Transaction Person. (b) In the case of a redemption permitted under Section 23(a)(i), immediately upon the taking date for redemption set forth (or determined in the manner specified in) in a resolution of such action the Board of Directors of the Corporation ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. In the payment case of a redemption permitted only under Section 23(a)(ii), evidence of which shall have been filed with the Rights Agent, the right to exercise the Rights will terminate and represent only the right to receive the Redemption Price upon the later of ten Business Days following the giving of notice or the expiration of any interest thereon)period during which the rights under Section 11(a)(ii) may be exercised. The Corporation shall promptly give public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 ten (10) days after such action date for redemption set forth in a resolution of the Board of Directors ordering the redemption of all of the Rights, the Company Corporation shall give mail a notice of such redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the Distribution Date. (c) In the case of a redemption permitted under Section 23(a)(i), the Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be madenull and void without any further action by the Corporation.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution Stock Acquisition Date or and (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock dividendsplit, combination of shares, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all the Rights pursuant to Section 23(a) or such later time as the Board may establish for the effectiveness of the Rightssuch redemption, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right so held. Within 10 days ten (10) day after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock, provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth (10th) day following a Share Acquisition Date or (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and (ii) the Close of Business on the Expiration Date, cause the Company to redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock share split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking effectiveness of such the action of the Board of Directors of the Company ordering the redemption of all the Rights (the effectiveness of which action may be conditioned on the Rightsoccurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall have been be filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment effectiveness of any interest thereon). Within 10 days after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Company for the Common StockShares. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth (10th) day following the Shares Acquisition Date or (ii) or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the "current per-share market price," as such term is defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board (with, if required, the concurrence of a majority of the Continuing Directors) ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares; provided, however, that failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board does not consist of Continuing Directors (the first occurrence of such an event referred to herein as a "Section 23(a) Event"), then for a period of one hundred and eighty (180) days (or such other maximum period then allowed under Maryland law) following such Section 23(a) Event, the Rights shall not be redeemed unless there are Continuing Directors and a majority of the Continuing Directors concur with the Board's decision to redeem the Rights.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the twentieth day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board of Directors of the Company pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market price,” as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board of Directors of the Company. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will shall terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) In the event of a redemption of the Rights in accordance with this Agreement, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date or and (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board of Directors of the Company is elected by stockholder action by written consent, or is comprised of persons elected at a meeting of shareholders who were not nominated by the Board of Directors of the Company in office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, if, within 180 days of a public announcement by a third party of an intent or proposal to engage (without the current and continuing concurrence of the Board of Directors) in a transaction involving an acquisition of or business combination with the Company or otherwise to become an Acquiring Person, there is an election of Directors (at one or more stockholder meetings) resulting in a majority of the Board of Directors being comprised of persons who were not nominated by the Board of Directors in office immediately prior to such election, then following the effectiveness of such election for a period of 180 days (the "Special Period") the Rights, if otherwise then redeemable absent the provisions of this paragraph (c), shall be redeemable upon either of the following conditions being satisfied, but not otherwise: (A) by a vote of a majority of the Directors then in office, provided that (I) before such vote, the Board of Directors shall have implemented the Value Enhancement Procedures (as defined below) and (II) promptly after such vote, the Company publicly announces such vote and (a) the manner in which the Value Enhancement Procedures were implemented, (b) any material financial, business, personal or other benefit or relationship (an "Interest") which each Company Director and each Affiliate of such Company Director (identifying each Director and Affiliate separately in relation to each such Interest) has in connection with any suggested, proposed or pending transaction with or involving the Company (a "Transaction"), or with any other party or Affiliate of any other party to a Transaction, where such Transaction would or might, or is intended to, be permitted or facilitated by redemption of the Rights (an "Affected Transaction"), other than treatment as a stockholder on a pro rata basis with other stockholders or pursuant to compensation arrangements as a director or employee of the Company or a subsidiary which have been previously disclosed by the Company, (c) the individual vote of each Director on the motion to redeem the Rights, and (d) the statement of any Director who voted for or against the motion to redeem the Rights and desires to have a statement included in such announcement, or (B) if clause (A) is not applicable, by a vote of a majority of the Directors then in office, provided that (I) if there is a challenge to the Directors' action approving redemption and/or any related Affected Transaction as a breach of the fiduciary duty of care or loyalty, the Directors, solely for purposes of determining the effectiveness of such redemption pursuant to this clause (B), are able to establish the entire fairness of such redemption and, if applicable, such related Affected Transaction, and (II) the Company shall have publicly announced the vote of the Board of Directors approving such redemption and, if applicable, such related Affected Transaction, which announcement shall set forth the information prescribed by clauses (A) (II) (b), (c) and (d) above.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board is elected by shareholder action by written consent, or is comprised of persons elected at a meeting of shareholders who were not nominated by the Board in office immediately prior to such meeting, then for a period of 180 days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person.]*

Redemption and Termination. (i) The Board, by majority vote, Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). Immediately , at any time prior to the earlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date, and the Corporation may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price," as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; PROVIDED, HOWEVER, that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. (ii) In addition, the Board of Directors of the Corporation may, at its option, at any time following a Shares Acquisition Date but prior to any Section 13 Event redeem all but not less than all of the then outstanding Rights at the Redemption Price in connection with any Section 13 Event in which all holders of Common Shares are treated alike and not involving (other than as a holder of Common Shares being treated like all other such holders) a Transaction Person. (b) In the case of a redemption permitted under Section 23(a)(i), immediately upon the taking date for redemption set forth (or determined in the manner specified in) in a resolution of such action the Board of Directors of the Corporation ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. In the payment case of a redemption permitted only under Section 23(a)(ii), evidence of which shall have been filed with the Rights Agent, the right to exercise the Rights will terminate and represent only the right to receive the Redemption Price upon the later of ten Business Days following the giving of notice or the expiration of any interest thereon)period during which the rights under Section 11(a)(ii) may be exercised. The Corporation shall promptly give public notice of any such redemption; PROVIDED, HOWEVER, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 ten (10) days after such action date for redemption set forth in a resolution of the Board of Directors ordering the redemption of all of the Rights, the Company Corporation shall give mail a notice of such redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the Distribution Date. (c) In the case of a redemption permitted under Section 23(a)(i), the Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be madenull and void without any further action by the Corporation.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Immediately , (i) at any time prior to the earlier of (x) the time that any Person becomes an Acquiring Person, or (y) the Final Expiration Date, or (ii) within 10 days after any Person becomes an Acquiring Person if (A) the Acquiring Person notifies the Board of Directors that such person become an Acquiring Person inadverently and (B) during such 10 day period, and at the time of redemption, the Acquiring Person is no longer the Beneficial Owner of 20% or more of the then outstanding shares of Common Stock. (b) In the case of a redemption permitted under Section 23 (a), immediately upon the taking date for redemption set forth (or determined in the manner specified in) in a resolution of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment for each Right so held. The Corporation shall promptly give public notice of any interest thereon)such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 ten (10) days after such action date for redemption set forth in a resolution of the Board of Directors ordering the redemption of all of the Rights, the Company shall give mail a notice of such redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Stock prior to the Distribution Date. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be madenull and void without any further action by the Corporation.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier earliest of (i) the Distribution Date or (ii) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date) or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, HOWEVER, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption pursuant to clause (i) of this Section 23(a) but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the shares of Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) At any time prior to a Distribution Date, the surrender of any certificate representing shares of Common Stock for redemption of the shares represented by such certificate or for conversion or exchange of such shares into or for any security other than the Common Stock shall also constitute surrender of the Rights represented by such certificate and immediately, without further action or notice, the Rights represented by such certificate shall terminate.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, fractional shares, shares of a Class A Preferred Stock (in the case of Series A Rights), Common Stock (in the case of Series B Rights) (in each case based on the "current market price," as defined in Section 11(d) of this Agreement, of such shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. In the case of a redemption permitted under this Section 23, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the issuance of the Rights Certificates, on the registry books of the transfer agent for the Common Stock, and upon such action, all outstanding Rights Certificates shall be madenull and void without any further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than as specifically set forth in this Section 23 and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Distribution Date and the Expiration Date.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, if, within 180 days of a public announcement by a third party of an intent or proposal to engage (without the current and continuing concurrence of the Board) in a transaction involving an acquisition of or business combination with the Company or otherwise to become an Acquiring Person, there is an election of Directors (whether at one or more stockholder meetings and/or pursuant to written stockholder consent) resulting in a majority of the Board of Directors being comprised of persons who were not nominated by the Board of Directors in office immediately prior to such election, then following the effectiveness of such election for a period of 180 days (the "Special Period") the Rights, if otherwise then redeemable absent the provisions of this paragraph (c), shall be redeemable upon either of the following conditions being satisfied, but not otherwise: (A) by a vote of a majority of the Directors then in office, provided that (I) before such vote, the Board of Directors shall have implemented the Value Enhancement Procedures (as defined below) and (II) promptly after such vote, the Company publicly announces such vote and (a) the manner in which the Value Enhancement Procedures were implemented, (b) any material financial, business, personal or other benefit or relationship (an "Interest") which each Director and each Affiliate of such Director (identifying each Director and Affiliate separately in relation to each such Interest) has in connection with any suggested, proposed or pending transaction with or involving the Company (a "Transaction"), or with any other party or Affiliate of any other party to a Transaction, where such Transaction would or might, or is intended to, be permitted or facilitated by redemption of the Rights (an "Affected Transaction"), other than treatment as a shareholder on a pro rata basis with other shareholders or pursuant to compensation arrangements as a director or employee of the Company or a subsidiary which have been previously disclosed by the Company, (c) the individual vote of each Director on the motion to redeem the Rights, and (d) the statement of any Director who voted for or against the motion to redeem the Rights and desires to have a statement included in such announcement, or (B) if clause (A) is not applicable, by a vote of a majority of the Directors then in office, provided that (I) if there is a challenge to the Directors' action approving redemption and/or any related Affected Transaction as a breach of the fiduciary duty of care or loyalty, the Directors, solely for purposes of determining the effectiveness of such redemption pursuant to this clause (B), are able to establish the entire fairness of such redemption and, if applicable, such related Affected Transaction, and (II) the Company shall have publicly announced the vote of the Board of Directors approving such redemption and, if applicable, such related Affected Transaction, which announcement shall set forth the information prescribed by clauses (A) (II) (b), (c) and (d) above. "Value Enhancement Procedures" shall mean: (1) the selection by the Board of Directors of an independent financial advisor (the "Independent Advisor") from among financial advisors which have national standing, have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market price”, as defined in Section 11(d)(i), of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors; provided, however, if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockShares. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) In deciding whether or not to exercise the Company's right of redemption hereunder, the directors of the Company shall act in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the twentieth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the twentieth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). In addition, the Board of Directors of the Company may redeem all but not less than all of the then outstanding Rights at the Redemption Price following the occurrence of a Stock Acquisition Date but prior to any Section 13 Event in connection with any Section 13 Event in which all holders of Common Stock are treated alike and not involving an Acquiring Person or an Affiliate or Associate of any Acquiring Person or any other Person in which such Acquiring Person, Affiliate or Associate has any interest, or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate. If, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii)(A) until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the Company nor any of its Subsidiaries shall redeem, acquire or purchase for value any Rights at any time or in any manner other than the specifically set forth in this Section 23 and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date or close of business on the tenth day following the first date of public announcement of the occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Close of Business on the Expiration Date, cause the Company to redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company and (y) prior to such merger by the stockholders of the Company at a stockholders’ meeting (and not by written consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors of the Company may, to the extent set forth in the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than the time otherwise specified in clause (i)), in which event the Rights shall not be redeemable from and after such specified time. (b) Immediately upon the taking effectiveness of such the action of the Board of Directors of the Company ordering the redemption of all the Rights (the effectiveness of which action may be conditioned on the Rightsoccurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall have been be filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment effectiveness of any interest thereon). Within 10 days after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Company for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.Common

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board is elected by shareholder action by written consent, or is comprised of persons elected at a meeting of shareholders who were not nominated or recommended by the Board in office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $US$.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. The Board(a) Subject to Section 31 hereof, by majority vote, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the Distribution Date Close of Business on the tenth day following the Stock Acquisition Date, or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash; provided that if the Company elects to pay the Redemption Price in shares of Company Common Stock, the Company shall not be required to issue fractional shares of Company Common Stock. In lieu of such fractional shares of Company Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Company Common Stock would otherwise be issuable an amount of cash equal to the same fraction of the current per share market price of a whole share of Company Common Stock. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been be filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof and other than in connection with the purchase of shares of Company Common Stock prior to the Distribution Date.

Redemption and Termination. The Board(a) Subject to Section 28, by majority vote, the Company may, at its option, by action of a majority of the Company's Board of Directors, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, by action of a majority of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. Subject to the foregoing, the redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action a majority of the Company's Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been be filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action a majority of the Company's Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Company Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase or repurchase by any of them of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (ix) the Distribution close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (iiy) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, Right as appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter hereafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date of the redemption), other securities, cash or other assets. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. Notwithstanding anything contained in this Agree- ment to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price for each Right held. (without c) Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and notify the holders of the then outstanding Rights of such redemption by either (i) mailing such a notice to all such holders at their holders, which notice will state the method by which the payment of the Redemption Price will be made, or (ii) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and mailing payment of the Redemption Price to all such holders. In either case, such mailing shall be made to each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the Upon payment of the Redemption Price Price, all outstanding Rights and Right Certificates shall be madenull and void without any further action by the Company.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date occurrence of a Section 11(a)(ii) Event or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock dividendsplit, combination of sharesreclassification, stock dividend or similar transaction occurring after the date hereof July 30, 2007 (such redemption price being hereinafter referred to as the "“Redemption Price"”). The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market price,” as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Company’s Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 24, and other than in connection with the purchase of Common Stock before the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Company may, at its option, but only by the vote of a majority of the Board of Directors, at any time prior to the earlier of (i) the Distribution Date Close of Business on the tenth Business Day following the Close of Business on the Share Acquisition Date, subject to extension by the Company as provided in Section 27 hereof or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted subject to reflect any stock split, stock dividend, combination of shares, or similar transaction occurring after the date hereof adjustments as provided in subsection (such redemption price being hereinafter referred to as c) below (the "Redemption Price"); PROVIDED, HOWEVER, THAT from and after the time that any Person shall become an Acquiring Person (other than pursuant to a Permitted Offer), the Company may redeem the Rights only if at the time of the action of the Board of Directors there are then in office not less than two Continuing Directors and such redemption is approved by a majority of the Continuing Directors then in office. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to the expiration of the Company's right of redemption hereunder. (b) Immediately upon the taking effectiveness of such the action of the Board of Directors of the Company ordering the redemption of all the Rights (which action may be conditioned on the occurrence of one or more events or on the Rightsexistence of one or more facts or may be effective at some future time), evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right Right to exercise the Rights so redeemed will terminate terminate, and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment effectiveness of any interest thereon). Within 10 days after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all each such holders holder at their its last addresses address as they appear such appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the effective time of the redemption, the method by which the payment of the Redemption Price will be made and the time for such payment. The failure to give notice required by this Section 23(b) or any defect therein shall not affect the legality or validity of the action taken by the Company. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares of Common Stock (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares) having a Current Market Price equal to such cash payment. (c) In the event the Company shall at any time after the Record Date (A) pay any dividend on its Common Stock in shares of its Common Stock, (B) subdivide or split the outstanding shares of its Common Stock into a greater number of shares or (C) combine or consolidate the outstanding shares of its Common Stock into a smaller number of shares of its Common Stock or effect a reverse split of the outstanding shares of its Common Stock, then and in such event the Redemption Price shall be madeappropriately adjusted to reflect such event.

Redemption and Termination. (a) The BoardBoard may (following the Stock Acquisition Date, by only with the concurrence of a majority vote, mayof the Continuing Directors), at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and, if so directed, the Company shall, redeem all (but not less than all) all of the then then-outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board (with, if required, the concurrence of a majority of the Continuing Directors) ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then then-outstanding Rights by mailing such notice first-class mail to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall Price, will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, written evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board is elected by stockholder action by written consent, or is comprised of persons elected at a meeting of stockholders who were not nominated by the Board in office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Company may, at its option, but only upon the vote of a majority of the Board of Directors then in office, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day after the Share Acquisition Date (or, subject to SECTION 27, such later 26 date as a majority of the Continuing Directors may designate), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to herein as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price in shares of Common Stock (based on the Fair Market Value of the shares of Common Stock at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors; provided, however, that after the occurrence of a Flip-in Event, any redemption of the Rights shall be effective only if there are Continuing Directors then in office, and such redemption shall have been approved by a majority of such Continuing Directors; provided, further, that any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company's right of redemption hereunder has expired. (b) If, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event, such that such Person is thereafter the Beneficial Owner of 10% or less of the outstanding Common Stock, and (ii) there are no other Persons immediately following the occurrence of the event described in clause (i) who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this SECTION 23. (c) Immediately upon the taking of such action ordering the redemption of all of the Rights, evidence Board of which shall have been filed with Directors of the Company electing to redeem the Rights Agentwith, where required, the concurrence of the Continuing Directors, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and thereafter the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right so held. Within 10 days after such action ordering the redemption of all of the Rights, the The Company shall promptly thereafter give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing in the manner set forth in SECTION 26; provided, however, that the failure to give, or any defect in, such notice to all shall not affect the validity of such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stockredemption. Any notice which is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time on or before the earlier of (i) the close of business on the tenth business day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth business day following the Record Date) or such later date or dates as the Board of Directors, or any duly authorized committee thereof, may designate; provided, however, that if such later date or dates are designated, such designation shall be made on or prior to the date prior to which redemption would otherwise be required, or (ii) the Final Expiration Date. Notwithstanding the foregoing, the Board of Directors of the Company may not redeem any Rights while any Person continues to (b) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or Section 13 Event until such time as the Company's right of redemption hereunder, as extended (if applicable), has expired. (c) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any Such notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall will be madeeffected.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 15% of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. If so designated by the Board, payment of the redemption price under the 1996 Agreement shall constitute payment of the redemption price hereunder. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the fifteenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase or repurchase by any of them of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase or repurchase by any of them of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of a Triggering Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, given whether or not the holder receives the such notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth calendar day following the Shares Acquisition Date (or, if the Shares Acquisition Date occurred prior to the Record Date, the Close of Business on the tenth calendar day following such Record Date) or (ii) the Close of Business on the Final Expiration Date, redeem all (all, but not less than all) , of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights would result in the payment of an amount not equal to $.01 or an integral multiple of $.01, the amount to be paid shall be rounded upward to the next $.01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company, may, at its option, pay the Redemption Price in cash (whether in United States dollars or in such other currency or currencies as the Board of Directors may determine), Common Shares (based on the current market price per share at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)Price. Within 10 ten (10) days after such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockShares. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and Section 24 hereof and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Company may, at its option, by action of a majority of the Board of Directors, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth calendar day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .0001 per Right, appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in shares of Common Stock (based on the Current Per Share Market Price of the Common Stock, determined in accordance with Section 11(d), at the time of redemption), cash (whether in United States dollars or in such other currency or currencies as the Board of Directors may determine) or any other form of consideration deemed appropriate by the Board of Directors. Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights would result in the payment of an amount not equal to $.01 or an integral multiple of $.01, the amount to be paid shall be rounded upward to the next $. 01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to subsection (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right so held. Within 10 ten (10) days after such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the shares of Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made and in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be madeeffected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e)) held by each holder of Rights.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close close of Business business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 .05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). If, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, each Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that each such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such (32) 36 redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Date Date, or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking of such action ordering the redemption of all of the RightsBoard electing to redeem the Rights pursuant to Section 23(a) above, written evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action ordering the redemption of all of Board electing to redeem the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day following the Share Acquisition Date or (ii) or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock share split, stock dividend, combination of shares, share dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the “current market price”, as defined in Section 11(d)(i), of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Company’s Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors of the Company ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The BoardBoard may (following the Stock Acquisition Date, by only with the concurrence of a majority vote, mayof the Continuing Trustees), at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares of the Company (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board (with, if required, the concurrence of a majority of the Continuing Trustees) ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date or (iix) the Close of Business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (y) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, Right as appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date of the redemption), other securities, cash or other assets. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right held. Within 10 days after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or pur- chase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the repurchase of Common Stock prior to the Distribution Date. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the shares of Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be madenull and void without any further action by the Company.

Redemption and Termination. (1) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (2) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will shall terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (3) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption and Termination. (a) The Board, Rights may be redeemed by majority vote, action of the Board of Directors pursuant to subparagraph (b) of this Section 24 or by shareholder action pursuant to subparagraph (c) of this Section 24 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Expiration Datesuch time as any Person becomes an Acquiring Person, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 .05 per Right, appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter herein referred to as the "Redemption Price"). (i) In the event the Company receives an Offer (as defined in subparagraph (e) of this Section 24), the Board of Directors of the Company shall call a special meeting of shareholders (the "Special Meeting") for the purpose of voting on a resolution requesting the Board of Directors to accept such Offer, as such Offer may be amended or revised by the Offeror (as defined in subparagraph (e) of this Section 24) from time to time to increase the price per share to be paid to holders of shares of Voting Stock (the "Resolution"). The Special Meeting shall be held on a date selected by the Board of Directors, which date shall be not less than 90 and not more than 120 days after the later of (A) the date such Offer is received by the Company (the "Offer Date") and (B) the date of any previously scheduled meeting of shareholders to be held within 60 days after the Offer Date; PROVIDED, HOWEVER, that if (x) such other meeting shall have been called for the purpose of voting on a resolution with respect to another offer and (y) the Offer Date shall not be later than 15 days after the date such other Offer was received by the Company, then both the Resolution and such other resolution shall be voted on at such meeting and such meeting shall be deemed to be the Special Meeting; PROVIDED, HOWEVER, that in any 12 month period the Company shall not be required to hold more than one Annual Meeting and one Special Meeting; and PROVIDED FURTHER, if the Company shall publicly announce that the Board of Directors has determined that it is in the best interests of shareholders actively to seek an alternate transaction so as to obtain greater value for shareholders than that provided by such Offer, then such vote shall be postponed to a meeting called by the Board of Directors which shall occur within 90 days after the date of such announcement. The Board of Directors shall set a date for determining the shareholders of record entitled to notice of and to vote at the Special Meeting in accordance with the Company's Certificate of Incorporation and Bylaws and with applicable law. At the Offeror's request, the Company shall include in any proxy soliciting material prepared by it in connection with the Special Meeting proxy soliciting material submitted by the Offeror; PROVIDED, HOWEVER, that the Offeror shall by written agreement with the Company contained in or delivered with such request have indemnified the Company against any and all liabilities resulting from any statements found to be defamatory, misstatements, misleading statements or omissions contained in the Offeror's proxy soliciting materials and have agreed to pay the Company's incremental costs incurred as a result of including such material in the Company's proxy soliciting material. (ii) If at the Special Meeting the Resolution receives the affirmative vote of a majority of the shares of Voting Stock outstanding as of the record date of the Special Meeting, not giving effect to any affirmative votes cast by the Offeror or any of its Affiliates or cast with respect to any Insider Shares, then all of the Rights shall be redeemed by such shareholder action at the Redemption Price, effective immediately prior to the consummation of any tender offer (provided that such tender offer is consummated prior to 60 days after the date of the Special Meeting) pursuant to which any Person offers to purchase all of the shares of Voting Stock held by Persons other than such person and its Affiliates (A) at a price per share equal to or greater than the price contained in the Resolution approved at the Special Meeting and (B) for consideration, the cash proportion of which is equal to or greater than that contained in the Resolution approved at the Special Meeting and non-cash portion of which, if any, is of the same type and on terms no less favorable than that contained in the Resolution approved at the Special Meeting; PROVIDED, HOWEVER, that the Rights shall not be redeemed at any time from and after such time as any Person becomes an Acquiring Person. (iii) Nothing contained in this subparagraph (c) shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Offer, or to recommend that holders of shares of Voting Stock reject any tender offer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative Offers or other proposals to the Special Meeting) with respect to any Offer or any tender offer that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty. (iv) Nothing in this subparagraph (c) shall be construed as limiting or prohibiting the Company or any Offeror from proposing or engaging in any acquisition, disposition or other transfer of any securities of the Company, any merger or consolidation involving the Company, any sale or other transfer of assets of the Company, any liquidation, dissolution or winding-up of the Company, or any other business combination or other transaction, or any other action by the Company or such Offeror, PROVIDED, HOWEVER, that the holders of Rights shall have the rights set forth in this Rights Agreement with respect to any such acquisition, disposition, transfer, merger, consolidation, sale, liquidation, dissolution, winding-up, business combination, transaction or action. (d) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all the Rights pursuant to subparagraph (d) of this Section 24, or upon the effectiveness of the Rights, evidence redemption of which shall have been filed with the Rights Agentpursuant to subparagraph (c) of this Section 24, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)Price. Within 10 days after such action of the Board of Directors ordering the redemption of all the Rights pursuant to subparagraph (b) or the effectiveness of the Rightsredemption of the Rights pursuant to subparagraph (c), as the case may be, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent orAgent, or prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 24, and other than in connection with the purchase of Common Stock and other shares prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the Rights cease being redeemable) following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, pay the Redemption Price in shares of Common Stock of the Company (based on the Current Market Price of the Common Stock of the Company at the time of redemption), cash or any other form of consideration deemed appropriate by the Board. In the event that the Redemption Price is paid in cash, each holder of a Right shall be entitled to receive, in redemption of all Rights held by such holder, an aggregate amount therefor equal to the product of (i) the aggregate number of Rights held by such holder and (ii) the Redemption Price, rounded up to the nearest whole cent. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action ordering the Board directing the Company to make the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate terminate, and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action ordering the Board directing the Company to make the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books each record holder of the Rights Agent or, prior to Common Stock of the Distribution Date, Company at the address of such holder shown on the registry books records of the transfer agent for the Common StockCompany. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date close of business on the tenth day (as such period may be extended pursuant to the provisions of Section 27 hereof) following the Stock Acquisition Date, or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), such Redemption Price to be payable in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or such other form of consideration as may be deemed appropriate by the Board of Directors of the Company; provided, however, that if following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 5% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder and under subsection (b) of this Section 23 has expired. (b) During the period commencing at the close of business on the tenth day following the Stock Acquisition Date and terminating on the earlier of (i) the occurrence of a Triggering Event and (ii) the Final Expiration Date, the Board of Directors of the Company may, at its option, redeem all but not less than all of the then outstanding Rights at the Redemption Price (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof), provided that such redemption is incidental to a merger, consolidation or other business combination involving the Company or a reorganization or restructuring of the Company which the Board of Directors shall determine to be in the best interests of the Company and its stockholders. (c) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and each Right so held. Promptly after the only right thereafter action of the holders Board of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). Within 10 days after such action Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the fifteenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the fifteenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Board of Directors may not redeem any rights following a determination pursuant to Section 11(a)(ii)(D) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth business day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred, prior to the Record Date, the close of business on the tenth business day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following its declaration that any person is an Adverse Person. If, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (x) a person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (y) there are no other Persons, immediately following the occurrence of the event described in clause (x), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d) hereof, of the Common Stock at the time of redemption or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses each holder's last. address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, divided or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 15% or less of the outstanding shares of Common Stock of the Company, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following notice to the Board of Directors of the occurrence of the Stock Acquisition Date (or such later date as may be determined by a majority of the Continuing Directors; provided, however, that such date shall not be extended at such time as the Rights are not then redeemable), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following the occurrence of the Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock or Voting Securities representing 10% or less of Total Voting Power, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. The Company shall promptly give public notice of such redemption and notice to the payment Rights Agent; provided, however, the failure to give, or any defect in, any such notice shall not affect the validity of any interest thereon)such redemption. Within 10 days after such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give mail a notice of such redemption to the all holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "Current Market Price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). To encourage third parties seeking to acquire the Company to make a non-coercive offer which will maximize value for all stockholders, the Board of Directors shall consider, in determining whether to redeem the Rights in connection with any proposal or offer, whether such proposal or offer meets the requirements of a Qualifying Offer, and, if not, in which respects such offer or proposal fails to meet such requirements. The Company may, at its option, pay the Redemption Price in cash, shares of Marathon Stock or Steel Stock (based on the Current Market Price of such shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for each of the Common Marathon Stock and Steel Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth calendar day following the Shares Acquisition Date (or, if the Shares Acquisition Date occurred prior to the Record Date, the Close of Business on the tenth calendar day following such Record Date) or (ii) the Close of Business on the Final Expiration Date, redeem all (all, but not less than all) , of the then outstanding Rights at a redemption price of $.01 .001 per Right, appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights would result in the payment of an amount not equal to $.01 or an integral multiple of $.01, the amount to be paid shall be rounded upward to the next $. 01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company, may, at its option, pay the Redemption Price in cash (whether in United States dollars or in such other currency or currencies as the Board of Directors may determine), Common Shares (based on the current market price per share at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to subsection (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)Price. Within 10 ten (10) days after such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockCompany Securities. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the Stock Acquisition Date or and (ii) the Close of Business on the Expiration Date, (A) redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.001 per RightRight (rounded up to the nearest whole $0.001 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”) or (B) amend this Agreement to change the Final Expiration Date to another date, including an earlier date. Any redemption made according to this Section 23(a) will be effective immediately upon the action of the Board ordering it, unless such action of the Board expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board). The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate (and valued in good faith) by the Board. (b) Immediately upon the taking effectiveness of such action ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agentas provided in Section 23(a) hereof, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment effectiveness of any interest thereon). Within 10 days after such action ordering the redemption of all of the Rights, the Company shall publicly announce such redemption and give notice of such redemption to the Rights Agent, and within ten days thereafter, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the failure to give nor any defect in any such notice shall effect the legality or validity of the redemption. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Stock. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time as the Company ceases to be so prevented from paying the Redemption Price.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to before the earlier of (i) the Distribution Date or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to before the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i), of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market price”, as defined in Section 11(d)(i), of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the RightsRights pursuant to Section 23(a), evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Company may, at its option, by action of a majority of the Board of Directors, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth calendar day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .00001 per Right, appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in shares of Common Stock (based on the Current Per Share Market Price of the Common Stock, determined in accordance with Section 11(d), at the time of redemption), cash (whether in United States dollars or in such other currency or currencies as the Board of Directors may determine) or any other form of consideration deemed appropriate by the Board of Directors. Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights would result in the payment of an amount not equal to $.01 or an integral multiple of $.01, the amount to be paid shall be rounded upward to the next $. 01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to subsection (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right so held. Within 10 ten (10) days after such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the shares of Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made and in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be madeeffected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e)) held by each holder of Rights.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth (10th) day following the Shares Acquisition Date or (ii) or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (b) Immediately upon the taking action of such action the Board (with, if required, the concurrence of a majority of the Continuing Directors) ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares; provided, however, that failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board does not consist of Continuing Directors (the first occurrence of such an event referred to herein as a “Section 23(a) Event”), then for a period of one hundred and eighty

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Expiration Final Expira tion Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Date or Close of Business on the date a Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, redeem all (all, but not less than all) , of the then outstanding Rights at the Redemption Price. Notwithstanding the foregoing, in the event payment of the Redemption Price to a redemption price holder of Rights would result in the payment of an amount not equal to $0.01 or an integral multiple of $.01 0.01, the amount to be paid shall be rounded upward to the next $0.01. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price per Rightshare at the time of redemption) or any other form of consideration deemed appropriate by the Board. Subject to the first sentence of this Section 23, appropriately adjusted to reflect (x) the redemption of the Rights by the Board may be made effective at such time on such basis and with such conditions as the Board, in its sole discretion, may establish and (y) any stock split, stock dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as will be effective immediately upon the "Redemption Price"action of the Board ordering the same, unless such action of the Board expressly provides that such redemption shall be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption shall be effective in accordance with the provisions of such action of the Board). . (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, (or at such later time as the Board may establish for the effectiveness of such redemption) and without any further action and without any notice, the right to exercise the Rights so redeemed will shall terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (for each Right so held without the payment of any interest thereon). Within 10 days Promptly after such action ordering the effectiveness of the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then then-outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the shares of Common Stock; provided however, that the failure to give, or any defect in, any such notice will not affect the validity of the redemption of the Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price shall be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if, following -------- ------- the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (A) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, (B) there are no other Persons, immediately following the occurrence of the event described in clause (A), who are Acquiring Persons, and (C) the Board shall so approve, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding the foregoing, the Board may not redeem any Rights following its declaration that any Person is an Adverse Person. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action ordering the Board of Directors of the Company authorizing the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action ordering the Board of Directors authorizing the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the fifteenth day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the fifteenth day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to in this Agreement as the "Redemption Price"). The Board of Directors may not redeem any rights following a determination pursuant to Section 11(a)(ii)(D) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 Event until such time as the Company's right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. 34 (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of Rights after such Rights so redeemed action shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Section shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. .1 The Board, by majority vote, Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following notice to the Board of Directors of the occurrence of the Share Acquisition Date (or such later date as may be determined by a majority of the Continuing Directors; provided, however, that such date shall not be extended at such time as the Rights are not then redeemable) or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, that if, following the occurrence of the Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Corporation or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of 15.0% or less of the outstanding shares of Common Stock or Voting Securities representing 15.0% or less of Total Voting Power and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Triggering Event until such time as the Corporation’s right of redemption hereunder has expired. Such a redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Corporation shall promptly file a certificate with the Rights Agent setting forth the Board action, including the relevant terms and conditions, effecting the redemption. .2 In any redemption pursuant to this Section 23, the Corporation may, at its option, pay the Redemption Price in Common Shares (based on the Current Market Price of a Common Share at the time of redemption and subject to Section 14), cash or other consideration deemed appropriate by the Board; provided that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. .3 Immediately upon the taking date for redemption and satisfaction of such other conditions, if any, set forth (or determined in the manner specified) in the action ordering of the Board effecting the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights so redeemed will shall terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the applicable Redemption Price (without for the payment of any interest thereon)Rights held. Within 10 ten days after such action ordering the redemption of all of the Rightseffective date for redemption, the Company Corporation shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is so mailed in the manner herein provided to a holder shall be deemed given, whether or not the holder receives the such notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price Notice will be effected. Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than (i) the manner specifically set forth in this Section 23 or (ii) in connection with the purchase of Common Shares prior to the Distribution Date. .4 The Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) making a public announcement or other disclosure of the manner of redemption of the rights in accordance with this Agreement and (ii) mailing payment of the Redemption Prices to the registered holders of the Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Shares, and upon such action, all outstanding Rights and Rights Certificates shall terminate and be madenull and void without any further action by the Corporation or the Rights Agent.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth (10th) Business Day following a Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) Business Day following the Record Date, subject to extension by the Board of Directors for a period of time up to, but not exceeding, ten (10) additional Business Days, and (ii) the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, by action of a majority of the Whole Board, pay the Redemption Price either in shares of Common Stock (based on the Current Market Price of the shares of Common Stock at the time of redemption), cash or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board of Directors. Subject to the foregoing, the redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Whole Board in its sole discretion may establish. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable until such time as the Rights shall have become non-redeemable in accordance with the terms of this Agreement. (b) Promptly upon the action of the Board of Directors of the Company extending the redemption period pursuant to Section 23(a)(i), evidence of which shall have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its right to redeem the Rights. (c) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right so held. Within 10 ten (10) days after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. In any case, failure to give such notice to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “current market price”, as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash; provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or otherwise disposed of a number of Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common StockShares. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) In deciding whether or not to exercise the Company’s right of redemption hereunder, the directors of the Company shall act in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or cash; provided, however, that notwithstanding the foregoing if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth above in this Section 23(a). , either (i)(A) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) or (ii) the Close close of Business business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .0l per Right, appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") Subject to the terms hereof and to the immediately preceding sentence, the redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and on such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their then current per share market price as defined in Section 11(d)(i) on the date of the redemption), other securities, cash or other assets. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event specified in Section 11(a)(ii) hereof until such time as the Company's right of redemption under this Section 23(a) has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agentpursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment for each Right held. The Company shall promptly give public notice of any interest thereon)such redemption; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Within 10 days after such action ordering the redemption of all of the Rights, the The Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to before the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the close of business on the tenth day after the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Immediately upon Notwithstanding anything in this Agreement to the taking contrary, the Rights shall not be exercisable at any time when the Company may redeem them pursuant to this Section 23. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price" as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) At such time as specified in the resolution of the Board of Directors ordering redemption of the Rights (or at such time as is determined by a committee of the Board of Directors authorized by the Board of Directors to specify such time at the time of the Board's adoption of such resolution or immediately upon such action ordering the redemption of all of the Rights, evidence Board of which shall have been filed with Directors if the Rights Agent, Board does not specify a date or so empower a committee) and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price will be made. Any failure to give or inadequacy of such notice shall not affect the validity of the redemption. The Redemption Price shall be madepayable to those Persons who are record holders of the Rights at the close of business on a date determined by the Board of Directors, which date shall be at least eleven days after the Board of Directors orders redemption of the Rights.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the "current market value", as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or cash; provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly 44 45 involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), subject to extension as provided in Section 27 or (ii) the Close time following the Stock Acquisition Date that a majority of Business on the Expiration directors of the Company are persons who were not directors immediately prior to the Stock Acquisition Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of an event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "Current Market Price," as defined in Section 11(d), of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Company's Board of Directors. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Company's Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (for each Right so held, without the payment of any interest thereon). Within 10 days Promptly after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. The failure to give notice required by this Section 23(b) or any defect therein shall not affect the legality or validity of the action taken by the Company.

Redemption and Termination. (a) The BoardRights may be redeemed pursuant to this Section 23, by majority vote, but shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (c) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board before the Rights cease being redeemable) following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action ordering the Board directing the Company to make the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate terminate, and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action ordering the Board directing the Company to make the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books each record holder of the Rights Agent or, prior to Common Stock of the Distribution Date, Company at the address of such holder shown on the registry books records of the transfer agent for the Common StockCompany. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Share Acquisition Date or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The aggregate Redemption Price otherwise payable to a holder of Rights shall be rounded to the nearest $0.01, provided, however, if such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held as described in Section 23(a) hereof. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase or repurchase by any of them of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")." Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. The Board, by (a) A majority vote, of the Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 1c. per Right, as appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action ordering a majority of the redemption Board of all of Directors electing to redeem the Rights, evidence of which shall have been be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment Price. The Company shall promptly give public disclosure of any interest thereon)such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, Section 24 hereof and other than in connection with the purchase of Common Shares prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (ix) the Distribution close of business on the tenth calendar day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) or (iiy) the Close close of Business business on the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 .001 per Right, Right as appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either, in whole or in part, in shares of its Class A Common Stock for Class A Rights or in shares of its Class B Common Stock for Class B Rights (subject to Section 3(a) hereof) (valued at their Current Market Price as defined in Section 11(d)(i) on the date of the redemption), other securities, cash or other assets. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (b) In deciding whether or not to exercise the Company's right of redemption hereunder, the Board of Directors of the Company shall act in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances, and they may consider the long-term and short-term effects of any action upon employees, customers and creditors of the Company and upon communities in which offices or other establishments of the Company are located, and all other pertinent factors. (c) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon)for each Right held. Within 10 ten (10) days after such the action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 22, and other than in connection with the repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth Business Day following the Share Acquisition Date or (ii) or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 24(a) hereof, in the event that a majority of the Board is elected by shareholder action by written consent, or is comprised of persons elected at a meeting of shareholders who were not nominated or recommended by the Board in office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the occurrence of the Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consider ation deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth (10th) day following the Shares Acquisition Date or (ii) or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption set forth in the first sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the “current per-share market price,” as such term is defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board (with, if required, the concurrence of a majority of the Continuing Directors) ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares; provided, however, that failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board does not consist of Continuing Directors (the first occurrence of such an event referred to herein as a “Section 23(a) Event”), then for a period of one hundred and eighty (180) days (or such other maximum period then allowed under Maryland law) following such Section 23(a) Event, the Rights shall not be redeemed unless there are Continuing Directors and a majority of the Continuing Directors concur with the Board’s decision to redeem the Rights.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors may, at its option, at any time prior to the earlier of (i) the Distribution Close of Business on the tenth day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the twentieth day following the Record Date), or (ii) the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking action of such action the Board of Directors ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date close of business on the tenth Business Day following the Stock Acquisition Date, or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the Common Stock; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.

Redemption and Termination. (a) The Board, by majority vote, Board may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date has already occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board. (b) Immediately upon the taking action of such action the Board ordering the redemption of all of the Rights, evidence of which shall have been be filed by the Company with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made." 8. Section 26 of the Rights Agreement is hereby amended by deleting the name and address of CMSS therein and replacing it with the following: "American Stock Transfer & Trust Company 59 Maiden Lane New York, NY 10038 ▇▇▇▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇". ▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇e Rights Agreement is hereby ame▇▇▇▇ ▇▇ its entirety to read as follows:

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”) and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the “current market price”, as defined in Section 11(d)(ii) hereof, of the shares of Common Stock at the time of redemption) or cash; provided, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event or the Company shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 20% or less of the outstanding shares of Common Stock, and (ii) there is no other Acquiring Person immediately following the occurrence of the event described in clause (i), then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. (b) Immediately upon the taking action of such action the Board of Directors of the Company ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent Transfer Agent for the shares of Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made. (c) In deciding whether or not to exercise the Company’s right of redemption hereunder, the directors of the Company shall exercise their powers in good faith, with a view to the interests of the Company and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

Redemption and Termination. (a) The Board, by majority vote, Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Distribution close of business on the tenth calendar day after, but not including, the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Calendar day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, redeem all (but not less than all) of all the then outstanding Rights at a redemption price of $.01 0.01 per RightRight (rounded up to the nearest whole $0.01 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend, combination of shares, dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding any action taken by any Person or Persons subsequent to the date hereof, the Corporation's right of redemption hereunder may be exercised only by the Board of Directors of the Corporation acting solely in its discretion in accordance with its fiduciary duties to the Corporation and its shareholders. The redemption of the Rights by the Board of Directors of the Corporation may be made effective at such time, on such basis and subject to such conditions as the Board of Directors of the Corporation in its sole discretion may establish. (b) The Corporation may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "Current Market Price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Corporation. (c) Immediately upon the taking action of such action the Board of Directors of the Corporation ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without for each Right so held. Promptly after the payment action of any interest thereon). Within 10 days after such action the Board of Directors of the Corporation ordering the redemption of all of the Rights, the Company Corporation shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of the redemption. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall will state the method by which the payment of the Redemption Price shall will be made.