Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Dateredeem all, the close of business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all all, of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 (A) the occurrence of a Section 11(a)(ii) Event or (B) the Final Expiration Date, and the Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current per share market price", as defined in Section 11(d)(i11(d) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if the Board of Directors of Company elects to pay the Redemption Price in Common Shares, the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after required to issue any fractional Common Shares, and the first occurrence number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. (ii) In addition, the Board may, at its option, at any time following a Shares Acquisition Date but prior to any Section 11(a)(ii13 Event redeem all, but not less than all, of the then outstanding Rights at the Redemption Price (x) Event until in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the earning power of the Corporation and its subsidiaries (taken as a whole) (A) in which all holders of Common Shares are treated alike and (B) not involving (other than as a holder of Common Shares being treated like all other such time holders) an Interested Stockholder, or (y)(A) if and for so long as the Company's right Acquiring Person is not thereafter the Beneficial Owner of 5% of the Common Shares, and (B) at the time of redemption hereunder has expiredno other Persons are Acquiring Persons. (b) In deciding whether the case of a redemption permitted under Section 23(a)(i) hereof, immediately upon the date for redemption set forth in (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 determined in the best interests of the Company and with such care, including reasonable inquiry, skill and diligence, as manner specified in) 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 action resolution of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. In the case of a redemption permitted only under Section 23(a)(ii) hereof, 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 (10) Business Days following the giving of notice or the expiration of any period during which the rights under Section 11(a)(ii) hereof may be exercised. The Company 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 the action such date for redemption set forth in a resolution of the Board of Directors ordering the redemption 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 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 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 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, 23 and other than in connection with the repurchase purchase of Common Stock Shares prior to the Distribution Date. (c) In the case of a redemption permitted under Section 23(a)(i) hereof, 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 of Directors of the Company Company, upon the affirmative vote of three-fourths of the entire Board of Directors, may, at its option, at any time prior to the earlier of (x) the close Close of business 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .005 per Right as appropriately adjusted to reflect any stock split, stock 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)(i11(d) on the date of the redemption), other securities, cash cash, other assets or any other assets; provided, however, that if form of consideration deemed appropriate by the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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 ’s right of redemption hereunder has expired. (b) In deciding whether or not to exercise the Company's ’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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors of the Company ordering the redemption 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 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 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 2323 or in Section 24, and other than in connection with the repurchase of shares of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company Company, upon the affirmative vote of three-fourths of the entire Board of Directors, may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .005 per Right as appropriately adjusted to reflect any stock split, stock 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)(i11(d) on the date of the redemption), other securities, cash cash, other assets or any other assets; provided, however, that if form of consideration deemed appropriate by the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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 ’s right of redemption hereunder has expired. (b) In deciding whether or not to exercise the Company's ’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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company Company, upon the affirmative vote of three-fourths of the entire Board of Directors, may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right as appropriately adjusted to reflect any stock split, stock 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)(i11(d) on the date of the redemption), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The A majority of the Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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), time that any Person becomes an Acquiring Person or (y) the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as appropriately adjusted to reflect any stock split, stock 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 Company mayBoard in its sole discretion may establish. (ii) In addition, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined prior to any event described in Section 11(d)(i) on the date of the redemption13(a), other securities, cash or other assets; provided, however, that if a majority of the Board of Directors may redeem all but not less than all of the then outstanding Rights at the Redemption Price (A) following the occurrence of a Stock Acquisition Date either: (x) if each of the following shall have occurred and remain in effect: (1) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of voting securities of the Company authorizes redemption in a manner satisfactory to the Board of Directors such that such Person is thereafter a Beneficial Owner of securities having less than 20% of the Rights on Voting Power of the Company, and (2) there is no other Person, immediately following the occurrence of the event described in (1), who is an Acquiring Person; or after the Shares Acquisition Date, then there must be Independent Directors (y) in office and such authorization shall require the concurrence connection with any transaction not involving an Acquiring Person or an Affiliate or Associate of an Acquiring Person; or (B) following a change (resulting from a proxy or consent solicitation) in a majority of the Independent Directors. Notwithstanding anything contained directors in this Agreement to office at the contrarycommencement of such solicitation if any Person who is a participant in such solicitation has stated (or, 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 if upon the action commencement of such solicitation, a majority of the Board of Directors of the Company ordering has determined in good faith) that such Person intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person. (b) In the case of a redemption permitted under Section 23(a)(i), immediately upon the action of a majority of the Board of Directors electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. In the case of a redemption permitted 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 for each Right heldonly after ten (10) business days following the giving of such notice of such redemption to the holders of such Rights. The Company shall promptly give public disclosure of any 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 the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing by first class mail 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 will state the method by which the payment of the Redemption Price 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 or in any manner other than that specifically set forth in this Section 23, and other than in connection with the repurchase purchase of shares of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares 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 by the Company pursuant to Section 26 hereof, or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights for cash at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, and the Company mayHOWEVER, 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after in either of the Shares Acquisition Datecircumstances set forth in clauses (i) and (ii) below, then there such authorization must be Independent Directors in office and such authorization shall require the concurrence of approved by a majority of the Independent Directors, if any, then in office and approved by a Supermajority Vote: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person or an Adverse Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event; PROVIDED further, 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 or an Adverse Person shall have transferred or otherwise disposed of a number of shares of Common Stock 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 such that such Person is thereafter a Beneficial Owner of less than 10% 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 or Adverse 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .00512 per Right (which amount represents the redemption price of $.01 set forth in the Original Rights Agreement, adjusted for stock splits occurring between the date of the Original Rights Agreement and the date hereof), as such amount may be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), then there must the right of redemption shall be Independent Directors in office and such authorization shall require reinstated thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, or further action, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by by, in the case of notice to holders, 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (ywith the concurrence of a majority of the Continuing Directors), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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; provided, however, that the Board may not redeem any Rights following ----- -------- ------- an Adverse Person Event; and provided, further, that if the Board of Directors of the Company authorizes -------- ------- redemption of the Rights on at or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of the Independent such Continuing 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 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 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. 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; provided, however, that if the Board -------- ------- authorizes redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such terms and conditions shall require the concurrence of a majority of such Continuing Directors. (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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 the redemption 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a1) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following date of the Shares Acquisition Date first public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) 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 Voting Common Stock, in the case of holders of Voting Class Rights, or shares of Class B Common Stock, in the case of holders of Class B Common Rights (based on the Current Market Price of the Voting Common Stock or the Class B Common Stock, as the case may be, at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors. (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. (c2) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 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 will shall state the method by which the payment of the Redemption Price will be made. Neither . (3) In 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 event that specifically set forth in this Section 23, and other than in connection with the repurchase of Common Stock prior to the Distribution Date, the Class B Common Stock is converted, in whole or in part, into Common Stock or Class C Common Stock, as the case may be, in accordance with the applicable provisions of the Amended and Restated Certificate of Incorporation of the Company, the Class B Common Rights attached to the shares of Class B Common Stock so converted shall be converted to Voting Class Rights pursuant to a conversion ratio equivalent to the conversion ratio used for converting the Class B Common Stock to Common Stock. In the event that on or after the Distribution Date, all outstanding shares of Class B Common Stock are converted into shares of Common Stock or Class C Common Stock, as the case may be, in accordance with the applicable provisions of the Amended and Restated Certificate of Incorporation of the Company, all Class B Common Rights then outstanding shall be converted to Voting Class Rights pursuant to a conversion ratio equivalent to the conversion ratio used for converting the Class B Common Stock to Common Stock or Class C Common Stock, as the case may be.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by the board of directors, at any time on or prior to the Close of Business (or such later date as may be determined by its board of directors) on the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Distribution 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 (yii) the Final Expiration Date, Date redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right as Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of its Common Stock of the Company (valued at their based on the Current Per Share Market Price as defined in Section 11(d)(i) on thereof at the date time of the redemption), or any other securities, cash or other assets; provided, however, that if the Board form of Directors consideration deemed appropriate by its board of the Company authorizes directors. The redemption of the Rights on or after by the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence board of a majority directors of the Independent Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not Company may be exercisable after the first occurrence of a Section 11(a)(ii) Event until made effective at such time on such basis and with such conditions as the board of directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company 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 of directors of 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 action effectiveness of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldPrice. The Company shall promptly give public notice of any such redemption (with a copy to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all 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 such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption 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 23 or in Section 24 or other than in connection with the repurchase purchase of shares of Common Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right as appropriately adjusted to reflect any stock split, stock 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)(i11(d) on the date of the redemptionredemp- tion), other securities, cash or other assets; provided, howeverhow- ever, that if the Board of Directors of the Company authorizes redemption of the Rights on in either of the circumstances set forth in clauses (x) or after the Shares Acquisition Date, (y) below then there must be Independent Indepen- dent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directors: (x) such authorization occurs on or after the Shares Acquisi- tion Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in the composition of a majority of the Board of Directors of the Company from the Board that was in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation a majority of the Board of Directors of the Com- pany has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. 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 CompanyCom- pany's right of redemption hereunder, the Board of Directors of the Company shall act in good faith, in a manner they reasonably reason- ably believe to be in the best interests of the Company and with such care, including reasonable inquiry, skill and diligencedili- gence, 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 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 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.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 2324, and other than in connection with the repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company then in office may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day Business Day following the Shares Acquisition Date date any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or if of any Subsidiary of the Shares Acquisition Date shall have occurred prior Corporation, any Exempted Person or any Person or entity organized, appointed or established by the Corporation for or pursuant to the Record terms of any such plan), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the close Beneficial Owner of business on 10% or more of the tenth day following total combined voting power of the Record Date)Common Shares then outstanding, or (yii) the Final Expiration Date, at their option, upon the affirmative vote or written consent of not less than a majority of such Directors redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $.001 .01 per Right as Right, appropriately adjusted to reflect any stock share split, stock dividend share dividend, combination of Common Shares or similar transaction occurring after the date hereof Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, and however, if the Company Corporation is then restricted or prohibited from paying the Redemption Price in cash, then the Corporation may, at its option, pay the Redemption Price either in shares by delivery of its such other consideration, including without limitation, Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date Shares or units of the redemption), Common Shares and/or other securities, cash or other assets; provided, however, that if the Board of Directors property or assets of the Company authorizes redemption of the Rights on Corporation, or after the Shares Acquisition Datea combination thereof, then there must be Independent Directors in office and such authorization shall require the concurrence of as a majority of the Independent Directors. Notwithstanding anything contained Directors determine 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 their sole discretion to be in the best interests of the Company a fair and with such careequivalent Redemption Price, including reasonable inquiry, skill which determination shall be final 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) binding. Immediately upon the taking of such action of 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 the payment of any interest thereon). Within 10 days after the such action of the Board of Directors ordering the redemption of all of the Rights, the Company Corporation 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 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 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 Notwithstanding anything contained in this Section 23, and other than in connection with the repurchase of Common Stock prior Agreement to the Distribution Datecontrary, the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) until such time as the Corporation's right of redemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by the board of directors, at any time on or prior to the Close of Business (or such later date as may be determined by its board of directors) on the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Distribution 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 (yii) the Final Expiration Date, Date redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right as Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, pay the Redemption Price either in cash, shares of its Common Stock of the Company (valued at their based on the Current Per Share Market Price as defined in Section 11(d)(i) on thereof at the date time of the redemption), or any other securities, cash or other assets; provided, however, that if the Board form of Directors consideration deemed appropriate by its board of the Company authorizes directors. The redemption of the Rights on or after by the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence board of a majority directors of the Independent Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not Company may be exercisable after the first occurrence of a Section 11(a)(ii) Event until made effective at such time on such basis and with such conditions as the board of directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company 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 of directors of 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 action effectiveness of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldPrice. The Company shall promptly give public notice of any such redemption (with a copy to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all 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 such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption 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 23 or in Section 24 or other than in connection with the repurchase purchase of shares of Common Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) The Subject to Section 27 hereof, the Board of Directors of the Company may, at its option, at any time prior to on or before the earlier of (xi) the close of business on the tenth calendar day Business Day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day Business Day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 the occurrence of any event specified in Section 13 hereof, (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 may, at its option, pay the Redemption Price either in shares or any of its Subsidiaries, which did not result in the occurrence of any event specified in Section 13 hereof such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding Common Stock and (valued at their Current Market Price as defined in Section 11(d)(iB) on there are no other Persons, immediately following the date occurrence of the redemption)event described in clause (A) of this sentence, other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datewho are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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 (bbased on the "current market price," as defined in Section 11(d)(i) In deciding whether hereof, of the Common Stock at the time of redemption) or not to exercise any other form of consideration, or any combination of any of the Company's right of redemption hereunderforegoing, deemed appropriate by 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 factorsCompany. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been furnished to the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 will state the method by which the payment of the Redemption Price will be made. Neither . (c) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board of Directors of the Company nor any is elected by stockholder action by written consent, or is comprised of its Affiliates or Associates may redeem, acquire or purchase for value any Rights persons elected at any time a meeting of stockholders who were not nominated by the Board of Directors of the Company in any manner other than that specifically set forth in this Section 23, and other than in connection with the repurchase of Common Stock office immediately prior to such meeting, then for a period of one hundred and twenty (120) days following the Distribution Dateeffectiveness 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 of Directors of the Company may, at its option, upon approval by the Board of Directors, at any time prior to the earlier of (xi) if the close Acquiring Person beneficially owns or has ever beneficially owned more than 50% of business on the tenth calendar day following Common Stock then outstanding, the Shares Acquisition Date, (ii) if the Acquiring Person does not beneficially own and has never beneficially owned more than 50% of the Common Stock then outstanding, ten Business Days after the Shares Acquisition Date (or if the any later time up to 20 days after such Shares Acquisition Date shall have occurred prior to the Record Dateas and if, by majority vote during such 20-day period, the close of business on the tenth day following the Record DateBoard so authorizes), or (yiii) the Final Expiration Date, Date redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right as Right, appropriately adjusted to reflect any stock split, stock 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 cash, shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) based on the date current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of the redemption), or any other securities, cash or other assets; provided, however, that if form of consideration deemed appropriate by the Board of Directors of the Company. The redemption of the Rights by the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must may be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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 made effective at such time on such basis and with such conditions 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 its sole discretion 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 factorsestablish. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldPrice. The Company 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 days after the such action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all 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 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 2323 or in Section 24 hereof, and other than in connection with the repurchase purchase of shares of Common Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) 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 first date of public announcement of the occurrence of a Flip-In Event and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Effective Time (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; provided, however, that if 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 prior to such merger by the Board of Directors of the Company authorizes redemption and by the stockholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office Company at a stockholders’ meeting (and such authorization shall require the concurrence of a majority of the Independent Directorsnot by written consent). 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) Flip-In Event until such time as the Company's ’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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the “current market price”, as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), then there must the right of redemption shall be Independent Directors in office and such authorization shall require reinstated thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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 ’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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, or further action, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close Close of business Business on the tenth calendar day Business Day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day Business Day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). (ii) If, following the occurrence of a Stock Acquisition Date and the expiration of the right of redemption set forth in Section 23(a)(i) but prior to any Section 13 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, such that such Person is thereafter a Beneficial Owner of less than 15% (or, in the case of the Grandfathered Stockholder, 25% or less) of the outstanding shares of Common Stock, and (y) there are no other Persons, immediately following 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 occurrence of the redemptionevent described in clause (x), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datewho are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directors. this Section . (iii) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (biv) In deciding whether 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 not to exercise the Company's right any other form of redemption hereunder, consideration deemed appropriate by 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 factorsDirectors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 Rights; provided, however, that the failure to give, or any defect in, any such notice to shall not affect the Rights Agent and validity of such redemption. Such notice shall be mailed 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on in either of the circumstances set forth in clauses (x) or after the Shares Acquisition Date, (y) below then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directors: (x) such authorization occurs on or after the Shares Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors of the Company in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company Corporation may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and at any time before the Company earlier of (x) the occurrence of a Section 11(a)(ii) Event, (y) or the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current per share market price," as defined in Section 11(d)(i) on the date 11 hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, 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. (ii) In addition, the Board of Directors of the Company authorizes redemption of Corporation may, at its option, at any time following the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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 and the expiration of any period during which the holder of Rights may exercise the rights under Section 11(a)(ii) but before any Section 13 Event, redeem all but not less than all of the then outstanding Rights at the Redemption Price in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the earning power of the Corporation and its subsidiaries (taken as a whole) 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 time holders) an Interested Shareholder or (x) if and for so long as the Company's right Acquiring Person is not thereafter the Beneficial Owner of 20% of the Common Shares, and (y) at the time of redemption hereunder has expiredno other Persons are Acquiring Persons. (b) In deciding whether the case of a redemption permitted under Section 23(a)(i), immediately upon the date for redemption set forth (or not to exercise determined in the Company's right of redemption hereunder, the Board of Directors of the Company shall act in good faith, manner specified in) 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 action resolution of the Board of Directors of the Company Corporation ordering the redemption 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 will terminate terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. In the 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 (10) Business Days following the giving of such notice or the expiration of any 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 the action such date for redemption set forth in a resolution of the Board of Directors ordering the redemption 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 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 before 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 will state the method by which the payment of the Redemption Price will be made. Neither the Company 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, 23 and other than in connection with the repurchase purchase of Common Stock prior to Shares before the Distribution Date. (c) 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, before 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 Corporation.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) 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 first date of public announcement of the occurrence of a Flip-In Event and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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; provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that occurs when there is an Acquiring Person if such redemption was not approved prior to such merger by each of (i) the Board of Directors of the Company authorizes redemption and (ii) the stockholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of Company acting at a majority of the Independent Directorsstockholders’ meeting. 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) Flip-In Event until such time as the Company's ’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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company Corporation may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and at any time before the Company earlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current per share market price," as defined in Section 11(d)(i11(d) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, 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. (ii) In addition, the Board of Directors of the Company Corporation may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event and the expiration of any period during which the holder of Rights may exercise the rights under Section 11(a)(ii) but before any Section 13 Event, redeem all but not less than all of the then outstanding Rights at the Redemption Price (x) in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the earning power of the Corporation and its subsidiaries (taken as a whole) 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) an Interested Stockholder or (y)(aa) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 10% of the Common Shares, and (bb) at the time of redemption no other Persons are Acquiring Persons. (b) Notwithstanding the provisions of Section 23(a), in the event that a majority of the Board of Directors of the Corporation is comprised of (i) persons elected at a meeting of or by written consent of stockholders who were not nominated by the Board of Directors in office immediately prior to such meeting or action by written consent, and/or (ii) successors of such persons elected to the Board of Directors for the purpose of either facilitating a Transaction with a Transaction Person or circumventing, directly or indirectly the provisions of this Section 23(b), then (I) the Rights may not be redeemed for a period of 180 days following the effectiveness of such election if such redemption is reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person and (II) the Rights may not be redeemed following such 180- day period, if (x) such redemption is reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person and (y) during such 180-day period the Corporation enters into any agreement, arrangement or understanding with any Transaction Person which is reasonably likely to have the purpose or effect of facilitating a Transaction with any Transaction Person. If the Board of Directors of the Corporation authorizes redemption of the Rights on in either of the circumstances set forth in clauses 23(a)(i) or after the Shares Acquisition Date, 23(a)(ii) above then there must be Independent Continuing Directors then in office and such authorization shall require only the concurrence of a majority of the Independent Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable such Continuing Directors if: (i) such authorization occurs on or after the first occurrence time a Person becomes an Acquiring Person or (ii) such authorization occurs on or after the date of a Section 11(a)(iichange (resulting from a proxy or consent solicitation) 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 in a majority of the Company shall act directors in good faith, office at the commencement of such solicitation if any Person who is a participant 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 solicitation has stated (or other establishments of the Company are located, and all other pertinent factors. (c) Immediately if upon the action commencement of such solicitation a majority of the Board of Directors of the Company Corporation has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take or may consider taking any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. (c) In the case of a redemption permitted under Section 23(a)(i), immediately upon the date for redemption set forth (or determined in the manner specified in) in a resolution of the Board of Directors of the Corporation ordering the redemption 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 will terminate terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. In the 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 (10) Business Days following the giving of such notice or the expiration of any 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 the action such date for redemption set forth in a resolution of the Board of Directors ordering the redemption 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 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 before 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 will state the method by which the payment of the Redemption Price will be made. Neither the Company 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, 23 and other than in connection with the repurchase purchase of Common Stock prior to Shares before the Distribution Date. (d) 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, before 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 Corporation.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (ywith the concurrence of a majority of the Continuing Directors), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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; provided, however, that the Board may not redeem any Rights ----- -------- ------- following an Adverse Person Event; and provided, further, that if the Board of Directors of the Company -------- ------- authorizes redemption of the Rights on at or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of the Independent such Continuing 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 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 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. 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; provided, however, that if the Board -------- ------- authorizes redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such terms and conditions shall require the concurrence of a majority of such Continuing Directors. (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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 the redemption 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company Corporation may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and at any time prior to the Company earlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current per share market price," as defined in Section 11(d)(i11(d) on the date hereof, of the Common Share at the time of redemption), other securities, cash ) or other assetscash; provided, however, 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. (ii) In addition, the Board of Directors of the Company authorizes redemption of Corporation may, at its option, at any time following the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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 and the expiration of any period during which the holder of Rights may exercise the rights under Section 11(a)(ii) but prior to any Section 13 Event redeem all but not less than all of the then outstanding Rights at the Redemption Price (x) in connection with any merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the earning power of the Corporation and its Subsidiaries (taken as a whole) 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 time holders) an Interested Stockholder or (y)(aa) if and for so long as the Company's right Acquiring Person is not thereafter the Beneficial Owner of 20% of the Common Shares, and (bb) at the time of redemption hereunder has expiredno other Persons are Acquiring Persons. (b) In deciding whether or not to exercise Notwithstanding the Company's right provisions of redemption hereunder, the Board of Directors of the Company shall act in good faithSection 23(a), in the event that 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 action majority of the Board of Directors of the Company Corporation is comprised of (i) persons elected at a meeting of or by written consent of stockholders who were not nominated by the Board of Directors in office immediately prior to such meeting or action by written consent, and/or (ii) successors of such persons elected to the Board of Directors for the purpose of either facilitating a Transaction with a Transaction Person or circumventing, directly or indirectly the provisions of this Section 23(b), then (I) the Rights may not be redeemed for a period of 180 days following the effectiveness of such election if such redemption is reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person and (II) the Rights may not be redeemed following such 180-day period, if (x) such redemption is reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person and (y) during such 180-day period, the Corporation enters into any agreement, arrangement or understanding with any Transaction Person which is reasonably likely to have the purpose or effect of facilitating a Transaction with any Transaction Person. (c) In the case of a redemption permitted under Section 23(a)(i), immediately upon the date for redemption set forth (or determined in the manner specified) in a resolution of the Board of Directors of the Corporation ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. In the 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 such notice or the expiration of any 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 the action such date for redemption set forth in a resolution of the Board of Directors ordering the redemption 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 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 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 will state the method by which the payment of the Redemption Price will be made. Neither the Company 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, 23 and other than in connection with the repurchase purchase of Common Stock Shares prior to the Distribution Date. (d) 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 null and void without any further action by the Corporation.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth fifteenth calendar day following the Shares Share 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 (yii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 .01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, stock dividend distribution of member interests 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; providedprovided further, however, that if if, following the Board occurrence of Directors a Share 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 Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company authorizes redemption or any of its Subsidiaries, that 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 Rights on or after outstanding Common Shares, and (ii) there are no other Persons, immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), who are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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, Common Shares (based on the "current market price", as 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 of Directors. (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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.for

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth fifteenth calendar day following the Shares Share 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 (yii) the Final Expiration Date, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $.001 .01 per Right in cash, or by delivery of or exchange for Common Shares (including fractional shares) or other consideration (including but not limited to depository units representing Common Shares or fractions thereof) deemed in good faith to have a fair market value equal to $.01 per Right by the Board of Directors, as such amount may be appropriately adjusted to reflect any stock split, stock dividend distribution of member interests 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; providedprovided further, however, that if if, following the Board occurrence of Directors a Share 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 Common Shares in one transaction or series of transactions, not directly or indirectly involving the Company authorizes redemption or any of its Subsidiaries, that 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 Rights on or after outstanding Common Shares, and (ii) there are no other Persons, immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), who are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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, Common Shares (based on the "current market price", as 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 of Directors. (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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of -------------------------- the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Datesuch time as any Person becomes an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right as Right, appropriately adjusted to reflect any stock split, stock 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 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. The Company may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current per share market price," as defined in Section 11(d)(i11(d) on the date hereof, of the Common Shares at the time of redemption)) or cash, other securities, cash or other assets; provided, however, provided that if the Board Company elects to pay the Redemption Price in -------- Common Shares, the Company 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. (b) Notwithstanding the provisions of Section 23(a), in the event that a majority of the board of Directors of the Company authorizes redemption is comprised of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence Persons elected at a meeting of a majority of the Independent Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall shareholders who were 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, nominated by the Board of Directors in office immediately prior to such meeting, then (i) the Rights may not be redeemed for a period of 180 days following the effectiveness of such election if such redemption is reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person and (ii) the Rights may not be redeemed following such 180 day period, if such redemption is reasonably likely to have the purpose or effect of facilitating a Transaction with a Transaction Person and if during such 180-day period, the Company shall act in good faithenters into any agreement, in arrangement or understanding with any Transaction Person which is reasonably likely to have the purpose or effect of facilitating a manner they reasonably believe to be in the best interests of the Company and Transaction 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 factorsTransaction Person. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldPrice. The Company 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 days after the such action of the Board of Directors ordering the redemption 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 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 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 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 2323 or in Section 24 hereof, and other than in connection with the repurchase purchase of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its their option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock 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; provided, however, that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), who are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis Section 24. Notwithstanding anything contained in this Agreement to the contrary, subject to Section 27 hereof, 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) 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 action of the Company's Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 2324, and other than in connection with the repurchase purchase of Common Stock prior to before the Distribution Date. (c) Notwithstanding the provisions of Section 24(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 ninety (90) 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 of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after in either of the Shares Acquisition Datecircumstances set forth in clauses (i) and (ii) below, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the Independent Directorstime a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. 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 of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 of the then outstanding Rights at a redemption price of $.001 0.00001 per Right as appropriately adjusted to reflect any stock split, stock 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) current market price on the date of the redemptionredemption (as determined by the Board of Directors of the Company, which determination shall be conclusive and binding on all Rights holders)), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) Triggering 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 2322, and other than 36 -33- in connection with the repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Second Record Date, the close of business on the tenth day following the Second Record Date), or (y) the close of business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.00001 per Right as appropriately adjusted to reflect any stock split, stock 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) current market price on the date of the redemptionredemption (as determined by the Board of Directors of the Company, which determination shall be conclusive and binding on all Rights holders)), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) Triggering 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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, Series A Preferred Stock and Series B Preferred 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 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 2322, and other than in connection with the repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, combination, recapitalization or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"), at any time prior to the earlier of (x) the occurrence of a Section 11(a)(ii) Event and (y) the Final Expiration Date. The Company may, at its option, pay the Redemption Price either in cash, shares of its Common Stock (valued at their based on the Current Market Price as defined in Section 11(d)(i) on the date of the Common Stock at the time of redemption), or any other securities, cash or other assets; provided, however, that if form of consideration deemed appropriate by the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent DirectorsCompany. 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 hereunderaddition, the Board of Directors of the Company shall act may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event and the expiration of any period during which the holder of Rights may exercise the rights under Section 11(a)(ii) but prior to any Section 13 Event redeem all but not less than all of the then outstanding Rights at the Redemption Price (x) in good faithconnection with any merger, consolidation or sale or other transfer (in one transaction or in a manner they reasonably believe to be in series of related transactions) of assets, cash flow or earning power aggregating more than 50% of the best interests assets or earning power of the Company and with such care, including reasonable inquiry, skill and diligence, its Subsidiaries (taken as a person whole), in which all holders of ordinary prudence would use shares of Common Stock are treated alike and not involving (other than as a holder of Common Stock being treated like all other such holders) an Acquiring Person or any Affiliate or Associate of an Acquiring Person or (y) (1) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 15% of the shares of Common Stock and (2) at the time of redemption, no other Persons are Acquiring Persons. (ii) Notwithstanding anything in this Section 23(a) to the contrary, in the case the Company is not permitted to pay the Redemption Price under similar circumstances, and they may consider the long-term and short-term effects terms of any action upon employees, customers and creditors agreement or instrument evidencing indebtedness for borrowed money of the Company or any Subsidiary, currently in existence or entered into after the date of this Agreement, the payment of the Redemption Price shall be deferred until such time as such payment becomes permitted under the terms of any such agreement or instrument; provided, however, that such deferral shall not, in any way, affect the right and upon communities in which offices or other establishments ability of the Board of Directors of the Company are located, and all other pertinent factorsto redeem the Rights. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldso held as described in Section 23(a) hereof. Within 10 days Promptly after the action of the Board of Directors of the Company ordering the redemption 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 will shall state the method by which the payment of the Redemption Price will shall be made. The Company may mail 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 Rights Certificates shall be null and void without any further action by or on behalf of the Company. (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, 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 of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if 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 prior to such merger by the Board of Directors of the Company authorizes redemption and by the shareholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of Company at a majority of the Independent Directorsshareholders' meeting. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, the Rights may be redeemed only if (A) there is at least one Continuing Director then there must be Independent Directors in office and such authorization shall require (B) the Board of Directors, with the concurrence of a majority of the Independent DirectorsContinuing Directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company and its stockholders. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, by action of a majority of the whole Board of Directors at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if there is an Acquiring Person the Rights may not be redeemed (i) if from and after the time a Person became an Acquiring Person, an Acquiring Person has caused the composition of the Board of Directors to be changed with the result that a majority of its members are representatives, nominees, designees, Affiliates or Associates of an Acquiring Person (including the Acquiring Person as a designee of the Acquiring Person, or (ii) following any merger to which the Company is a party that was not approved (x) prior to the time such Person became an Acquiring Person, by the Board of Directors of the Company authorizes redemption and (y) prior to such merger, by the shareholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of Company at a majority of the Independent Directorsshareholders' meeting. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (ywith the concurrence of a majority of Continuing Directors), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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; provided, however, that the Board may not redeem any Rights following ----- -------- ------- an Adverse Person Event and provided, further, that if the Board of Directors of the Company authorizes -------- ------- redemption of the Rights on at or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of the Independent such Continuing 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 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 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. 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; provided, however, that if the Board authorizes -------- ------- redemption of the Rights at or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such terms and conditions shall require the concurrence of a majority of such Continuing Directors. (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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 the redemption 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Rights may be redeemed by action of the Board of Directors of the Company pursuant to Section 5.1(b) or by shareholder action pursuant to Section 5.1(c) and shall not be redeemed in any other manner. If at the Expiration Time, no Flip-In Date has occurred, the Board of Directors of the Company may, at its option, elect to terminate the Rights without any payment to any holder thereof. If this Agreement is not ratified by holders of a majority of the voting power of the shares of Common Stock present and entitled to vote on that item of business at the Company’s first annual meeting of stockholders following March 10, 2008, this Agreement and the Rights shall terminate without any payment to any holder thereof unless prior to such annual meeting a Flip-In Date has occurred in which case this Agreement shall not terminate. (b) The Board of Directors of the Company may, at its option, at any time prior to 5:00 p.m., Boston, Massachusetts time, on the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Flip-In 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 (yii) the Final Expiration DateTime, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right as Right, appropriately adjusted to reflect any stock split, stock 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 may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. The Company may, at its option, pay the Redemption Price either in cash, shares of its Common Stock (valued at their Current based on the current Market Price as defined in Section 11(d)(i) on the date of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company, or any combination thereof. (c) If the Company receives a Qualified Offer and the Board of Directors of the Company has not redeemed the outstanding Rights or exempted such offer from the terms of this Agreement or called a special meeting of stockholders for the purpose of voting on whether or not to exempt such Qualified Offer from the terms of this Agreement, in each case by the end of the ninety Business Days following the commencement of such Qualified Offer, and if the Company receives, not earlier than ninety Business Days nor later than 120 Business Days following the commencement of such Qualified Offer, a written notice complying with the terms of this Section 5.1(c) (the “Special Meeting Notice”), other securitiesproperly executed by the holders of record (or their duly authorized proxy) of ten percent (10%) or more of the shares of Common Stock then outstanding (excluding shares of Common Stock beneficially owned by the Person making the Qualified Offer and such Person’s Affiliates and Associates), cash directing the Board of Directors of the Company to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), then the Board of Directors of the Company shall take such actions as are necessary or other assetsdesirable to cause the Redemption Resolution to be submitted to a vote of stockholders within ninety Business Days following receipt by the Company of the Special Meeting Notice (the “Special Meeting Period”), including by including a proposal relating to adoption of the Redemption Resolution in the proxy materials of the Company for the Special Meeting; provided, however, that if the Board Company, at any time during the Special Meeting Period and prior to a vote on the Redemption Resolution, enters into a Definitive Acquisition Agreement, the Special Meeting Period may be extended (and any Special Meeting called in connection therewith may be cancelled) if the Redemption Resolution will be separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement. For purposes of Directors a Special Meeting Notice, the record date for determining eligible holders of record of the Common Stock shall be the ninetieth Business Day following the commencement of a Qualified Offer. Any Special Meeting Notice must be delivered to the Secretary of the Company authorizes redemption at the principal executive offices of the Rights on or after the Shares Acquisition DateCompany and must set forth, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directors. Notwithstanding anything contained in this Agreement as to the contrarystockholders of record executing such Special Meeting Notice, (i) the Rights shall not be exercisable after the first occurrence name and address of a Section 11(a)(ii) Event until such time stockholders, as they appear on the Company's right ’s books and records, (ii) the number of redemption hereunder shares of Common Stock that are owned of record by each of such stockholders and (iii) in the case of Common Stock that is owned beneficially by another Person, an executed certification by the holder of record that such holder has expired. (b) In deciding whether or not executed such Special Meeting Notice only after obtaining instructions to exercise do so from such beneficial owner. Subject to the Company's right requirements of redemption hereunderapplicable law, the Board of Directors of the Company shall act may take a position in good faithfavor of or opposed to the adoption of the Redemption Resolution, in a manner they reasonably believe or no position with respect to the Redemption Resolution, as it determines to be appropriate in the best interests exercise of its fiduciary duties. In the event that (A) no Person has become an Acquiring Person prior to the effective date of redemption referred to below in this sentence, (B) the Qualified Offer continues to be a Qualified Offer prior to the last day of the Special Meeting Period (the “Outside Meeting Date”) and (C) either (1) the Special Meeting is not held on or prior to the ninetieth Business Day following receipt of the Special Meeting Notice or (2) at the Special Meeting at which a quorum is present, the holders of a majority of the shares of Common Stock outstanding as of the record date for the Special Meeting selected by the Board of Directors of the Company (excluding shares of Common Stock beneficially owned by the Person making the Qualified Offer and with such carePerson’s Affiliates and Associates), including reasonable inquiryshall vote in favor of the Redemption Resolution, skill and diligence, then all of the Rights shall be deemed redeemed at the Redemption Price by such failure to hold the Special Meeting or as a person result of ordinary prudence would use under similar circumstances, and they may consider the long-term and short-term effects adoption of any action upon employees, customers and creditors the Redemption Resolution by the stockholders of the Company and upon communities in which offices (or other establishments the Board of Directors of the Company shall take such other action as may be necessary to prevent the existence of the Rights from interfering with the consummation of the Qualified Offer), such redemption to be effective, as the case may be, (x) as of the close of business on the Outside Meeting Date if a Special Meeting is not held on or prior to such date or (y) if a Special Meeting is held on or prior to the Outside Meeting Date, as of the date on which the results of the vote adopting the Redemption Resolution at the Special Meeting are located, and all other pertinent factorscertified as official by the appointed inspectors of election for the Special Meeting. (cd) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to Section 5.1(b) or the effectiveness of a redemption of the Rights pursuant to Section 5.1(c), and in either case, without any further action and without any notice, the right to exercise the Rights will terminate and each Right will thereafter represent only the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldPrice. Within 10 The Company shall promptly give public notice of any such redemption and, within ten days after the such action of the Board of Directors ordering the causing a redemption of the RightsRights pursuant to Section 5.1(b) or Section 5.1(c), the Company shall give mail a notice of such redemption to all 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 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 will state the method by which the payment of the Redemption Price will be made. Neither Notwithstanding the Company nor foregoing, the failure to give, or any of its Affiliates defect in, any notice required to be made or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in given pursuant to this Section 23, and other than in connection with 5.1(d) shall not affect the repurchase validity of Common Stock prior to the Distribution Dateredemption of the Rights.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 2322, and other than in connection with the repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if 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 prior to such merger by the Board of Directors of the Company authorizes redemption and by the stockholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of Company at a majority of the Independent Directorsstockholders' meeting. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its their option, at any time prior to the earlier of (xi) the close of business on the tenth calendar business day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock 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; provided, however, -------- that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), who are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis Section 24. Notwithstanding anything contained in this Agreement to the contrary, subject to Section 27 hereof, 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) 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 action of the Company's Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 2324, and other than in connection with the repurchase purchase of Common Stock prior to before the Distribution Date. (c) Notwithstanding the provisions of Section 24(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 ninety (90) 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 of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right as appropriately adjusted to reflect any stock split, stock dividend of shares 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 the Common Stock (valued at their Current Market Price current market price as defined in Section 11(d)(i11(d) on the date of the redemption), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on in either of the circumstances set forth in clauses (x) or after the Shares Acquisition Date, (y) below then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directors: (x) such authorization occurs on or after the Shares Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the Directors of the Company in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. 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, as the same may be extended pursuant to Section 27. (b) In deciding whether or not to exercise the Company's right of redemption hereunder, the Board of Directors 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 will state the method by which the payment of the Redemption Price will be made. Neither the Company Comany 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) 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 first date of public announcement of the occurrence of a Flip-In Event and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"); PROVIDED, and HOWEVER, that the Rights may not be redeemed following any merger to which the Company may, at its option, pay the Redemption Price either in shares of its Common Stock is a party that (valued at their Current Market Price as defined in Section 11(d)(ii) on the date of the redemption), other securities, cash or other assets; provided, however, that if occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board of Directors of the Company authorizes redemption and by the stockholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of Company at a majority of the Independent Directorsstockholders' meeting. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The A majority of the Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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), time that any Person becomes an Acquiring Person or (y) the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as appropriately adjusted to reflect any stock split, stock 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 Company mayBoard in its sole discretion may establish. (ii) In addition, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their Current Market Price as defined prior to any event described in Section 11(d)(i) on the date of the redemption13(a), other securities, cash or other assets; provided, however, that if a majority of the Board of Directors may redeem all but not less than all of the then outstanding Rights at the Redemption Price (A) following the occurrence of a Stock Acquisition Date either: (x) if each of the following shall have occurred and remain in effect: (1) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of voting securities of the Company authorizes redemption in a manner satisfactory to the Board of Directors such that such Person is thereafter a Beneficial Owner of securities having less than 20% of the Rights on Voting Power of the Company, and (2) there is no other Person, immediately following the occurrence of the event described in (1), who is an Acquiring Person; or after the Shares Acquisition Date, then there must be Independent Directors (y) in office and such authorization shall require the concurrence connection with any transaction not involving an Acquiring Person or an Affiliate or Associate of an Acquiring Person; or (B) following a change (resulting from a proxy or consent solicitation) in a majority of the Independent Directors. Notwithstanding anything contained directors in this Agreement to office at the contrarycommencement of such solicitation if any Person who is a participant in such solicitation has stated (or, 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 if upon the action commencement of such solicitation, a majority of the Board of Directors of the Company ordering has determined in good faith) that such Person intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person. (b) In the case of a redemption permitted under Section 23(a)(i), immediately upon the action of a majority of the Board of Directors electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. In the case of a redemption permitted 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 for each Right heldonly after ten (10) business days following the giving of such notice of such redemption to the holders of such Rights. The Company shall promptly give public disclosure of any 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 the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the holders of the then outstanding Rights by mailing by first class mail 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 transfer agent for the Common Stock or following the Distribution Date, on Date at their addresses as they appear upon the registry books of the transfer agent for the Common StockRights Agent. 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 will state the method by which the payment of the Redemption Price 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 or in any manner other than that specifically set forth in this Section 23, and other than in connection with the repurchase purchase of shares of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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; provided, however, ---------------- -------- ------- that the Board may not redeem any Rights following an Adverse Person Event and provided, further, that if the Board of Directors of the Company authorizes redemption of the Rights on or after in -------- ------- either of the Shares Acquisition Datecircumstances set forth in clauses (i) and (ii) below, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the Independent time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation effected in compliance with applicable law and the requirements of any national securities exchange or trading market on which the Common Stock is listed) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates). If, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth in the preceding sentence but prior to any Triggering Event, (i) a Person who was an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one or more 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, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, and (iii) the Board (with the concurrence of a majority of the Continuing Directors) shall so approve, then the Company's right of redemption set forth in the preceding sentence shall be reinstated and thereafter be subject to the provisions of this Section 23. If following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption set forth in the first sentence hereof, but prior to any Triggering Event, the Board may, at its option, redeem all but not less than all of the then outstanding Rights at the Redemption Price, provided that (i) such redemption is effected in connection with the approval by the Board of Directors of the Company of, and the execution and delivery by the Company of an agreement providing for, a merger, consolidation, sale or transfer of all or substantially all of the assets of the Company or other business combination, in each case which involves the Company but does not involve an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other Person acting directly or indirectly on behalf of or in association with any such Acquiring Person, Affiliate or Associate and (ii) such redemption is approved by a majority of the Continuing 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 set forth in the first sentence of this Section 23(a) has expired. (b) In deciding whether or not to exercise The Company may, at its option, pay the Company's right Redemption Price in cash, shares of redemption hereunderCommon Stock (based on the Current Market Price as defined in Section 11(d) hereof, the Board of Directors of the Company shall act in good faith, in a manner they reasonably believe to be in Common Stock at the best interests time of redemption) or any other form of consideration deemed appropriate by 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 factorsBoard. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 the redemption 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to before the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Acquisition Date and (or if ii) the Shares Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof or, in the discretion of the Board of Directors, its equivalent in shares of the Company's stock, determined according to the current per share market price of such shares as of the date of redemption (such redemption price being hereinafter referred to as amount, 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; provided, however, that if at the time the Board of Directors of the Company authorizes redemption of the Rights (i) such authorization occurs on or after the Shares Acquisition Datetime a Person becomes an Acquiring Person or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking any action which would result in such Person's becoming an Acquiring Person, then in either such event there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of the Independent such Continuing Directors. , Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a following an adjustment made pursuant to Section 11(a)(ii) Event until such time as prior to the Company's right expiration 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. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldPrice. The Company 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 the such action of the Board of Directors ordering the redemption 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 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 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 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, 23 or in Section 24 hereof and other than in connection with the repurchase purchase of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to before the earlier of of: (xi) the close 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 Business on the tenth day following the Record Stock Acquisition Date), ; or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.0001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter is referred to in this Agreement 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 based on the Current Market Price as defined in Section 11(d)(i) on the date of the shares of Common Stock at the time of redemption)) or cash. In considering whether to redeem the Rights, other securities, cash or other assets; provided, however, that if the Board of Directors may consider the best long-term and short-term interests of the Company authorizes Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company or any Subsidiary of the Company and communities in which offices or other establishments of the Company or any Subsidiary of the Company are located and all other pertinent factors. The redemption of the Rights by the Board of Directors may be effective at such time, on or such basis and with such conditions as such Board of Directors in its sole discretion may establish. In addition to the right of redemption reserved in the first sentence of this subsection 23(a), the Board of Directors may redeem all, but not less than all, of the then outstanding Rights at the Redemption Price after the Shares occurrence of a Stock Acquisition Date, then there must be Independent Directors but before the occurrence of any transaction of the kind described in office and such authorization Section 13(a), if either: (i) a Person who is an Acquiring Person shall require the concurrence have transferred or otherwise disposed of a majority 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 and which did not result in the occurrence of any transaction of the Independent Directorskind described in Section 13(a), as shall result in such Person thereafter being a Beneficial Owner of 10% or less of the outstanding shares of Common Stock of the Company, and after such transfer or other disposition there are no other Acquiring Persons, or (ii) in connection with any transaction of the kind described in Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, 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 such Acquiring Person, Affiliate or Associate. 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 ’s right of redemption hereunder under this Agreement 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 action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any or notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldPrice. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 last addresses as they appear 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 that is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption 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 time, in any manner other than that specifically set forth in this Section 23, and other than or in connection with the repurchase purchase, acquisition or redemption of shares of Common Stock prior to before the Distribution Date. (c) Notwithstanding anything in this Agreement to the contrary, if the shareholders of the Company have not ratified the adoption of this Agreement by a vote of the majority of the outstanding capital stock of the Company represented in person or by proxy at a meeting for which a quorum existed, on or before October 28, 2009, then this Agreement shall automatically terminate at the Close of Business on such date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar business day following the Shares Stock Acquisition Date (or or, if the Shares 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 (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .0001 per Right Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). (ii) If, following the occurrence of a Stock Acquisition Date and/or 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, together with such Person's, Affiliates and Associates, is thereafter a Beneficial Owner of less than 10% of the outstanding shares of Common Stock, and (y) there are no other Persons, immediately following 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 occurrence of the redemptionevent described in clause (x), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datewho are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directors. this Section 23. (iii) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (biv) In deciding whether 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 not to exercise the Company's right any other form of redemption hereunder, consideration deemed appropriate by 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 factorsDirectors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; providedPROVIDED, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, the Rights may be redeemed only if (A) there is at least one Continuing Director then there must be Independent Directors in office and such authorization shall require (B) the Board of Directors, with the concurrence of a majority of the Independent DirectorsContinuing Directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company and its shareholders. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if 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 authorizes redemption and (y) prior to such merger by the stockholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office Company at a stockholders' meeting (and such authorization shall require the concurrence of a majority of the Independent Directorsnot by written consent). 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day Business Day following the Shares Share Acquisition Date (or or, if the Shares Share Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day Business Day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). (ii) If, following the occurrence of a Share Acquisition Date or 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 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 such that such Person, together with such Person's, Affiliates and Associates, is thereafter a Beneficial Owner of less than 15% of the outstanding Common Shares, and (y) there are no other Persons, immediately following 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 occurrence of the redemptionevent described in clause (x), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datewho are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directors. this Section 23. (iii) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (biv) In deciding whether 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 not to exercise the Company's right any other form of redemption hereunder, consideration deemed appropriate by 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 factorsDirectors. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company Corporation may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 (one cent) per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and at any time prior to the Company earlier of (x) a Person becoming an Acquiring Person or (y) the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in shares of its Common Stock Shares (valued at their Current Market Price based on the "current per share market price," as defined in Section 11(d)(i11(d) on the date hereof, of the Common Share at the time of redemption), other securities, cash ) or other assetscash; provided, however, 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. (ii) The Board of Directors of the Company authorizes redemption of Corporation may, at its option, at any time following the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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 and 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 merger, consolidation or sale or other transfer (in one transaction or in a series of related transactions) of assets or earning power aggregating 50% or more of the earning power of the Corporation and its subsidiaries (taken as a whole) 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 time as the Company's right of redemption hereunder has expiredholders) an Interested Stockholder. (b) In deciding whether the case of a redemption permitted under Section 23(a)(i), immediately upon the date for redemption set forth (or not to exercise determined in the Company's right of redemption hereunder, the Board of Directors of the Company shall act in good faith, manner specified in) 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 action resolution of the Board of Directors of the Company Corporation ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. In the 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 such notice or the expiration of any 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 the action such date for redemption set forth in a resolution of the Board of Directors ordering the redemption 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 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 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 will state the method by which the payment of the Redemption Price will be made. Neither the Company 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, 23 and other than in connection with the repurchase purchase of Common Stock Shares prior to the Distribution Date. (c) 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 null and void without any further action by the Corporation.

Redemption and Termination. (a) The Subject to Section 26 hereof, the Board of Directors of the Company may, at its option, by action of the Board, at any time prior to the earlier of (xi) the close of business on the tenth calendar fifteenth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth fifteenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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; provided, however, that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), who are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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) 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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, or further action, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by by, in the case of notice to holders, 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 ten (10) days after the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of U.S. $.001 .01 per Right as appropriately adjusted to reflect any stock split, stock dividend of shares 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 Ordinary Shares (valued at their Current Market Price current market price as defined in Section 11(d)(i11(d) on the date of the redemption), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, Date then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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, as the same may be extended pursuant to Section 27. (b) In deciding whether or not to exercise the Company's right of redemption hereunder, the Board of Directors 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 Transfer Agent for the Common StockOrdinary Shares. 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 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 ac- quire 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 repurchase of Common Stock Ordinary Shares prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the 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 (xi) the close Close of business Business on the tenth calendar day following after the Shares Share Acquisition Date (or if such later date as the Shares Acquisition Date shall have occurred Board of Directors may designate prior to such time as the Record Date, the close of business on the tenth day following the Record DateRights are no longer redeemable), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to herein as the "Redemption PriceREDEMPTION 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 based on the "CURRENT MARKET VALUE," as defined in Section 11(d)(i) on the date SECTION 11(D), of the shares of Common Stock at the time of redemption), other securities, cash or any other assetsform of consideration deemed appropriate by the Board of Directors; provided, however, that if any redemption of Rights shall be subject to any additional approval procedures required by the Board articles of Directors incorporation or bylaws of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent DirectorsCompany. 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) Flip-in Event until such time as the Company's right of redemption hereunder has expired. (b) In deciding whether or not to exercise If, following the Company's occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunderhereunder (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 Board Company or any of Directors 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 Company shall act in good faithoutstanding Common Stock, in a manner they reasonably believe to be in and (ii) there are no other Persons immediately following the best interests occurrence of the Company event described in clause (i) who are Acquiring Persons, then the right of redemption shall be reinstated and with such care, including reasonable inquiry, skill and diligence, as a person thereafter be subject to the provisions 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 factorsthis SECTION 23. (c) Immediately upon the action of the Board of Directors of the Company ordering electing to redeem the redemption of the Rights, Rights and without any further action and without any notice, the right to exercise the Rights will terminate and thereafter the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days after the action of the Board of Directors ordering the redemption 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 shall not affect the Rights Agent and to all 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date 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), other securities, cash or other assets; provided, however, that if then the Board right of Directors redemption shall be reinstated and thereafter be subject to the provisions of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directorsthis 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 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, or further action, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by by, in the case of notice to holders, 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, but only upon the vote of a majority of the Board of Directors in office at the time of such vote, at any time prior to the earlier of (xi) the close 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 Business on the tenth day following the Record a Share Acquisition Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to herein as the "Redemption PriceREDEMPTION 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 based on the "CURRENT MARKET PRICE," as defined in Section 11(d)(i) on the date SECTION 11(d), of the shares of Common Stock at the time of redemption), other securities, cash or any other assetsform of consideration deemed appropriate by the Board of Directors; providedPROVIDED, howeverHOWEVER, that any redemption of Rights shall also be subject to any additional approval procedures required by the certificate of incorporation or bylaws of the Company; PROVIDED FURTHER, HOWEVER, that if following the Board occurrence of Directors 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 (in accordance with the standards in SECTION 7(D)) of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company authorizes redemption 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 14% or less of the Rights on or after outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), who are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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) Flip-in 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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 23SECTION 26; PROVIDED, and other than in connection with HOWEVER, that the repurchase failure to give, or any defect in, such notice shall not affect the validity of Common Stock prior to the Distribution Datesuch redemption.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xA) 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 Share Acquisition Date), or (yB) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights (which shall not include any rights that have become void pursuant to Section 7(e) hereof) at a redemption price of $.001 per Right Right, as it may be appropriately adjusted by the Board of Trustees of the Company to reflect any stock splitshare split or combination, stock share 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 Shares (valued at their Current Market Price as defined in Section 11(d)(i) based on the date current market price (as determined pursuant to Section 11(d) hereof) per share of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if the -------- Board of Directors Trustees of the Company authorizes redemption of the Rights on or after in either of the Shares Acquisition Datecircumstances set forth in clauses (x) and (y) below, then there must be Independent Directors Continuing Trustees in office and such authorization shall require the concurrence of a majority of such Continuing Trustees: (x) such authorization occurs on or after the Independent Directorsdate a Person becomes an Acquiring Person, or (y) such authorization occurs on or after the date of a change (resulting from a proxy solicitation) in a majority of the trustees in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Trustees of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event. (ii) In addition, if there are Continuing Trustees then in office, the Board of Trustees may redeem all, but not less than all, of the then outstanding Rights at the Redemption Price with the concurrence of a majority of such Continuing Trustees, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, if either (A) (1) a Person who is 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, such that such Person is thereafter a Beneficial Owner of less than 10% (or, in the case of SCPG and its Affiliates and Associates, 11%) of the outstanding Common Shares and (2) there are no other Persons, immediately following the occurrence of the event described in clause (1), who are Acquiring Persons, or (B) in connection with the type of transaction specified in Section 13(a) hereof in which all holders of Common Shares are treated alike and not involving an Acquiring Person or an Affiliate or Associate of an 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. 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) Triggering Event until such time as the Company's right of redemption hereunder has expiredis not exercisable. (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 action of the Board of Directors Trustees of the Company ordering authorizing the redemption of the Rights, Rights pursuant to subsection (a) of this Section 23 and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders a holder of such Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering Trustees authorizing the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding such 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 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 will shall 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 repurchase of Common Stock prior to the Distribution Dateeffected.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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, 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; , provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. In the Independent Directorsevent a majority of the Board of Directors of the Company is changed by vote of the stockholders of the Company, the Rights shall not be redeemable for a period of 10 Business Days after the date that the new directors so elected take office and it shall be a condition to such redemption that any tender or exchange offer then outstanding be kept open within such 10 Business Day period. 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. expired (b) In deciding whether or not as such time period may be extended pursuant to exercise the Company's right of redemption hereunderthis agreement). The Company may, the Board of Directors of the Company shall act in good faithat its option, 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive pay the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption of the Rightsin cash, 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 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 repurchase shares of Common Stock prior to (based on the Distribution Date."Current

Redemption and Termination. (a) The Board of Directors of the Company may, at within its optionsole discretion, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date such time as any Person becomes an Acquiring Person and (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 (yii) the Final Expiration Date, redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $.001 0.0001 per Right as Right, rounded up to the nearest whole cent, appropriately adjusted to reflect any stock split, reverse stock dividend split, stock dividend, or similar transaction occurring after the date hereof (such redemption price price, as adjusted, being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors pursuant to this paragraph (a) 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 either in cash, Common Shares (based on the current market price (determined pursuant to 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) If the Company receives a Qualified Offer and the Board of Directors of the Company has not redeemed the outstanding Rights or exempted such offer from the terms of this Agreement or called a special meeting of stockholders for the purpose of voting on whether or not to exempt such Qualified Offer from the terms of this Agreement, in each case by the end of the 90 days following the commencement of such Qualified Offer, and if the Company receives, not earlier than 90 days nor later than 120 days following the commencement of such Qualified Offer, a written notice complying with the terms of this Section 23(b) (the “Special Meeting Notice”), properly executed by the holders of record (or their duly authorized proxy) of ten percent (10%) or more of the shares of its Common Stock then outstanding (valued at their Current Market Price as defined in Section 11(d)(i) on excluding shares of Common Stock beneficially owned by the date Person making the Qualified Offer and such Person’s Affiliates and Associates), directing the Board of Directors of the redemptionCompany to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), other securitiesthen the Board of Directors of the Company shall take such actions as are necessary or desirable to cause the Redemption Resolution to be submitted to a vote of stockholders within ninety days following receipt by the Company of the Special Meeting Notice (the “Special Meeting Period”), cash or other assetsby including a proposal relating to adoption of the Redemption Resolution in the proxy materials of the Company for the Special Meeting; provided, however, that if the Board Company, at any time during the Special Meeting Period and prior to a vote on the Redemption Resolution, enters into a Definitive Acquisition Agreement, the Special Meeting Period may be extended (and any Special Meeting called in connection therewith may be cancelled) if the Redemption Resolution will be separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement. For purposes of Directors a Special Meeting Notice, the record date for determining eligible holders of record of the Common Stock shall be the ninetieth day following the commencement of a Qualified Offer. Any Special Meeting Notice must be delivered to the Secretary of the Company authorizes redemption at the principal executive offices of the Rights on or after the Shares Acquisition DateCompany and must set forth, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directors. Notwithstanding anything contained in this Agreement as to the contrarystockholders of record executing such Special Meeting Notice, (i) the Rights shall not be exercisable after the first occurrence name and address of a Section 11(a)(ii) Event until such time stockholders, as they appear on the Company's right ’s books and records, (ii) the number of redemption hereunder shares of Common Stock that are owned of record by each of such stockholders and (iii) in the case of Common Stock that is owned beneficially by another Person, an executed certification by the holder of record that such holder has expired. (b) In deciding whether or not executed such Special Meeting Notice only after obtaining instructions to exercise do so from such beneficial owner. Subject to the Company's right requirements of redemption hereunderapplicable law, the Board of Directors of the Company shall act may take a position in good faithfavor of or opposed to the adoption of the Redemption Resolution, in a manner they reasonably believe or no position with respect to the Redemption Resolution, as it determines to be appropriate in the best interests exercise of its fiduciary duties. In the event that (A) no Person has become an Acquiring Person prior to the effective date of redemption referred to below in this sentence, (B) the Qualified Offer continues to be a Qualified Offer prior to the last day of the Special Meeting Period (the “Outside Meeting Date”) and (C) either (1) the Special Meeting is not held on or prior to the ninetieth day following receipt of the Special Meeting Notice or (2) at the Special Meeting at which a quorum is present, the holders of a majority of the shares of Common Stock outstanding as of the record date for the Special Meeting selected by the Board of Directors of the Company (excluding shares of Common Stock beneficially owned by the Person making the Qualified Offer and with such carePerson’s Affiliates and Associates), including reasonable inquiryshall vote in favor of the Redemption Resolution, skill and diligence, then all of the Rights shall be deemed redeemed at the Redemption Price by such failure to hold the Special Meeting or as a person result of ordinary prudence would use under similar circumstances, and they may consider the long-term and short-term effects adoption of any action upon employees, customers and creditors the Redemption Resolution by the stockholders of the Company and upon communities in which offices (or other establishments the Board of Directors of the Company shall take such other action as may be necessary to prevent the existence of the Rights from interfering with the consummation of the Qualified Offer), such redemption to be effective, as the case may be, (x) as of the close of business on the Outside Meeting Date if a Special Meeting is not held on or prior to such date or (y) if a Special Meeting is held on or prior to the Outside Meeting Date, as of the date on which the results of the vote adopting the Redemption Resolution at the Special Meeting are located, and all other pertinent factorscertified as official by the appointed inspectors of election for the Special Meeting. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to paragraph (a) or (b) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. The Company shall promptly give (i) written notice to the Rights Agent of any such redemption and (ii) 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 days after the such action of the Board of Directors ordering the redemption 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 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 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 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 acquire, or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 2323 or in Section 24 hereof, and or other than in connection with the repurchase purchase of Common Stock Shares or the conversion or redemption of Common Shares in accordance with the applicable provisions of the Certificate of Incorporation prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) 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 first date of public announcement of the occurrence of a Flip-In Event and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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; provided, however, that if 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 prior to such merger by the Board of Directors of the Company authorizes redemption and by the stockholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of Company at a majority of the Independent Directorsstockholders’ meeting. 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) Flip-In Event until such time as the Company's ’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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar business day following the Shares Stock Acquisition Date (or or, if the Shares 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 (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). (ii) If, following the occurrence of a Stock Acquisition Date and/or 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, together with such Person's, Affiliates and Associates, is thereafter a Beneficial Owner of less than 10% of the outstanding shares of Common Stock, and (y) there are no other Persons, immediately following 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 occurrence of the redemptionevent described in clause (x), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datewho are Acquiring Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directors. this Section 23. (iii) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (biv) In deciding whether 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 not to exercise the Company's right any other form of redemption hereunder, consideration deemed appropriate by 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 factorsDirectors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day Business Day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day Business Day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, and the Company maybut subject to Section 23(a)(ii) hereof, 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; provided, however, that if the Board of Directors of the Company authorizes redemption may not redeem any Rights after the tenth Business Day following the effective date of (a) any declaration that any Person is or will become an Adverse Person (as provided in Section 11(a)(ii)(B))and, if later, (b) the date such Person has become the Beneficial Owner of 10% or more of the Rights on outstanding shares of Common Stock. (ii) If, following the occurrence of a Stock Acquisition Date and/or 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 after otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Shares Acquisition DateCompany 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 10% 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 or Adverse Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directors. this Section 23. (iii) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (biv) In deciding whether 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 not to exercise the Company's right any other form of redemption hereunder, consideration deemed appropriate by 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 factorsDirectors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, Date cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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; provided, however, that if the Board of Directors Rights may not be redeemed following any merger to which the Company is a party that (i) occurs after a Flip-In Event has occurred and (ii) was not approved by the shareholders of the Company authorizes redemption at a shareholders' meeting. If, following the occurrence of a Stock Acquisition Date and following the expiration of the Rights on right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or after otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Shares Acquisition DateCompany or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person together with its Affiliates and Associates 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 there must the right of redemption set forth in this Section 23(a) shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (which action may be conditioned on the occurrence 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 filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 Company for the 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 will shall 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 The failure to give notice as set forth in this Section 23, and other than in connection with above shall not affect the repurchase validity of Common Stock prior to the Distribution Dateredemption of the Rights.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day Business Day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day Business Day following the Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding the foregoing, and the Company maybut subject to Section 23(a)(ii) hereof, 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; provided, however, that if the Board of Directors of the Company authorizes redemption may not redeem any Rights after the tenth Business Day following the effective date of any declaration that any Person is an Adverse Person (as provided in Section 11(a)(ii)(B)). (ii) If, following the occurrence of a Stock Acquisition Date and/or following the expiration of the Rights on right of redemption hereunder but prior to any Triggering Event, (x) a Person who is an Acquiring Person shall have transferred or after otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Shares Acquisition DateCompany 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 10% 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 or Adverse Persons, then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directors. this Section 23. (iii) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. (biv) In deciding whether 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 not to exercise the Company's right any other form of redemption hereunder, consideration deemed appropriate by 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 factorsDirectors. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xA) 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 Share Acquisition Date), or (yB) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights (which shall not include any rights that have become void pursuant to Section 7(e) hereof) at a redemption price of $.001 per Right Right, as it may be appropriately adjusted by the Board of Trustees of the Company to reflect any stock splitshare split or combination, stock share 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 Shares (valued at their Current Market Price as defined in Section 11(d)(i) based on the date current market price (as determined pursuant to Section 11(d) hereof) per share of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if the -------- Board of Directors Trustees of the Company authorizes redemption of the Rights on or after in either of the Shares Acquisition Datecircumstances set forth in clauses (x) and (y) below, then there must be Independent Directors Continuing Trustees in office and such authorization shall require the concurrence of a majority of such Continuing Trustees: (x) such authorization occurs on or after the Independent Directorsdate a Person becomes an Acquiring Person, or (y) such authorization occurs on or after the date of a change (resulting from a proxy solicitation) in a majority of the trustees in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Trustees of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event. (ii) In addition, if there are Continuing Trustees then in office, the Board of Trustees may redeem all, but not less than all, of the then outstanding Rights at the Redemption Price with the concurrence of a majority of such Continuing Trustees, following the occurrence of a Share Acquisition Date and following the expiration of the right of redemption hereunder, if either (A) (1) a Person who is 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, such that such Person is thereafter a Beneficial Owner of less than 10% of the outstanding Common Shares and (2) there are no other Persons, immediately following the occurrence of the event described in clause (1), who are Acquiring Persons, or (B) in connection with the type of transaction specified in Section 13(a) hereof in which all holders of Common Shares are treated alike and not involving an Acquiring Person or an Affiliate or Associate of an 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. 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) Triggering Event until such time as the Company's right of redemption hereunder has expiredis not exercisable. (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 action of the Board of Directors Trustees of the Company ordering authorizing the redemption of the Rights, Rights pursuant to subsection (a) of this Section 23 and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders a holder of such Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering Trustees authorizing the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding such 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 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 will shall 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 repurchase of Common Stock prior to the Distribution Dateeffected.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and at any time on or before the Company may, at its option, pay earlier of (i) the Redemption Price either in shares close of its Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) 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 the redemption)Directors, other securitiesor any duly authorized committee thereof, cash or other assetsmay 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; provided, however, if the Board of Directors of the Company authorizes -------- ------- redemption of the Rights on or after designates an extension of the Shares Acquisition Dateredemption period pursuant to clause (i) above in either of the circumstances set forth in clauses (x) and (y) below, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: such authorization or designation occurs (x) on or after the Independent Directorstime a Person becomes an Acquiring Person, or (y) on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Continuing Directors has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event. Notwithstanding the foregoing, the Board of Directors of the Company may not redeem any Rights while any Person continues to retain the status of an Adverse Person pursuant to Section 11(a)(ii)(B). 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 and which does not violate the terms of any agreement to which the Company is a party on the date of this Rights Agreement (or, if a majority of the then Continuing Directors so agree, after the date of this Agreement). Furthermore, if the Company shall determine to pay the redemption price in Common Stock it may but shall not be required to issue fractional shares and may aggregate fractional shares of Common Stock that would otherwise be due to holders of Rights and distribute these shares to the Rights Agent to be sold in the open market and the proceeds thereof shall be distributed to the appropriate holders of Rights. (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 hereunder, as extended (if applicable), 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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 will state the method by which the payment of the Redemption Price will be made. Neither effected. (i) Subject to the limitations of applicable law and to any restrictions set forth in any agreements to which the Company nor any is a party on the date of this Rights Agreement (or, if a majority of the then Continuing Directors so agree, after the date of this Agreement), the Board of Directors (but only if there are Continuing Directors and with the concurrence of a majority of such Continuing Directors) of the Company may, at its Affiliates or Associates may redeemoption, acquire or purchase for value any Rights at any time in any manner other than after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that specifically set forth in this have become void pursuant to the provisions of Section 23, and other than in connection with the repurchase 7(e) hereof) at an exchange ratio of (1) one share of Common Stock of the Company for each Right so exchanged, adjusted as appropriate to reflect any stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (such share of Common Stock issuable in exchange for one Right being referred to herein as an "Exchange Share"), or (2) Substitute Consideration, as that term is defined below. The Board of Directors may determine (with the consent of a majority of the Continuing Directors) whether to deliver Exchange Shares or Substitute Consideration. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person or Adverse Person (together with all Affiliates and Associates of such Acquiring Person or Adverse Person) becomes the Beneficial Owner of shares of Common Stock entitled to cast 50% or more of the aggregate number of votes entitled to be cast by all shares of Common Stock then outstanding. In the event that the Board of Directors shall determine to deliver Substitute Consideration in exchange for Rights, the Company shall (l) determine the value of the Exchange Shares (the "Exchange Value"), and (2) with respect to each Right to be exchanged, make adequate provision to substitute for the Exchange Share the following (the "Substitute Consideration" (v) cash, (w) common stock equivalents (as that term is defined in Section 11(a)(iii) hereof), (x) debt securities of the Company, (y) other assets, or (z) any combination of the foregoing, having an aggregate value equal to the Exchange Value, where such aggregate value has been determined by the Board of Directors (with the concurrence of a majority of the Continuing Directors) of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company (with the concurrence of a majority of the Continuing Directors). For purposes of this Section 23(d), the value of a share of Common Stock shall be the Current Market Price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Section 11(a)(ii) Trigger Date; and the value of any common stock equivalent shall be deemed to have the same value as the Common Stock on such date. (ii) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to this Section 23(d) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive the Exchange Share or Substitute Consideration for each Right exchanged by such holder. Promptly after the action of the Board of Directors of the Company authorizing any such exchange, the Company shall give notice of such exchange to the Rights Agent and to the holders of the Rights by mailing such notice to all such holders at each holder's last address as 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 exchange. Each such notice of exchange will state the method by which the exchange for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (iii) In the event that there shall not be sufficient shares of Common Stock or common stock equivalents issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated by the Board of Directors in accordance with this Section 23(d), the Company may take all such action as may be necessary or appropriate to authorize additional shares of Common Stock or common stock equivalents for issuance upon exchange of the Rights. (iv) Unless a majority of the then Continuing Directors otherwise agree, Company shall be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall, with the concurrence of a majority of the then Continuing Directors, pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following after the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date)) or the Distribution Date, whichever shall first occur, or such later date as a majority of the Continuing Directors then in office may determine and (yii) the Final Expiration Date, redeem all order the redemption of all, but not less fewer than all of all, the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price (the date hereof (of such redemption price being hereinafter referred to as the "Redemption PriceDate"), and the Company mayCompany, at its option, may pay the Redemption Price either in shares cash or Common Shares or other securities of the Company deemed by the Board of Directors of the Company, in the exercise of its Common Stock (valued sole discretion, to be at their Current Market Price as defined least equivalent in Section 11(d)(i) on value to the date of the redemption), other securities, cash or other assetsRedemption Price; provided, however, such redemption is subject to any limitations contained herein on the right to redeem outstanding Rights (including the occurrence of any event or the expiration of any period after which the Rights may no longer be redeemed), provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to the consummation of a Business Combination or the date a Person becomes an Acquiring Person or the commencement of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person or the date on which less than a majority of the Board of Directors of the Company consists of Continuing Directors or successors appointed by Continuing Directors (each a "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 transaction, 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 (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 24; provided further, however, if the Board of Directors of the Company authorizes redemption of the Rights on at or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of the Independent such Continuing 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Business Days after the action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and 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 noticeShares. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither The notice, if mailed in the Company nor manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner shall not affect the sufficiency of the notice to other than that specifically set forth in this Section 23, holders of Rights and other than in connection with shall not affect the repurchase validity of Common Stock prior to the Distribution Datesuch redemption.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares Acquisition Date and (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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 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. If redemption of the Rights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 11(a)(ii) hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price either in shares cash, Common Shares (based on the current market value of its a whole Common Stock Share at the closing price of a Common Share (valued at their Current Market Price as defined in determined pursuant to the second sentence of Section 11(d)(i) on hereof) for the Trading Day immediately prior to, but not including, the date of such payment) or any other form of consideration deemed appropriate by the redemptionBoard of Directors. (b) In the event the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such offer from the terms of this Agreement or called a special meeting of stockholders by the end of the 90th Business Day following the commencement (or, if later, the first existence) of a Qualifying Offer, for the purpose of voting on whether or not to exempt such Qualifying Offer from the terms of this Agreement, holders of record (or their duly authorized proxy) of at least 10% of the shares of Common Stock then outstanding may submit to the Board of Directors, not earlier than 90 Business Days nor later than 120 Business Days following the commencement (or, if later, the first existence) of such Qualifying Offer, a written demand complying with the terms of this Section 23(b) (the “Special Meeting Demand”) directing the Board of Directors to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution exempting such Qualifying Offer from the provisions of this Agreement (the “Qualifying Offer Resolution”). For purposes of a Special Meeting Demand, other securitiesthe record date for determining holders of record eligible to make a Special Meeting Demand shall be the 90th Business Day following commencement (or, cash if later, the first existence) of a Qualifying Offer. The Board of Directors shall take such actions as are necessary or other assetsdesirable to cause the Qualifying Offer Resolution to be so submitted to a vote of stockholders at a Special Meeting to be convened within 90 Business Days following the Special Meeting Demand (the “Special Meeting Period”); provided, however, that if the Board of Directors Company at any time during the Special Meeting Period and prior to a vote on the Qualifying Offer Resolution enters into a Definitive Acquisition Agreement, the Special Meeting Period may be extended (and any special meeting called in connection therewith may be cancelled) if the Qualifying Offer Resolution will be separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement. A Special Meeting Demand must be delivered to the Secretary of the Company authorizes redemption at the principal executive offices of the Rights on or after the Shares Acquisition Date, then there Company and must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directors. Notwithstanding anything contained in this Agreement set forth as to the contrarystockholders of record making the request (x) the names and addresses of such stockholders, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as they appear on the Company's right ’s books and records, (y) the number of redemption hereunder shares of Common Stock which are owned of record by each of such stockholders, and (z) in the case of Common Stock that is beneficially owned by another Person, an executed certification by the holder of record that such holder has expired. (b) In deciding whether or not executed such Special Meeting Demand only after obtaining instructions to exercise do so from such beneficial owner and attaching evidence thereof. Subject to the Company's right requirements of redemption hereunderapplicable law, the Board of Directors may take a position in favor of or opposed to the adoption of the Qualifying Offer Resolution, or no position with respect to the Qualifying Offer Resolution, as it determines to be appropriate in the exercise of its duties. In the event that no Person has become an Acquiring Person prior to the redemption date referred to in this Section 23(b), and the Qualifying Offer continues to be a Qualifying Offer and either (i) the Special Meeting is not convened on or prior to the last day of the Special Meeting Period (the “Outside Meeting Date”), or (ii) if, at the Special Meeting at which a quorum is present, a majority of the shares of Common Stock present or represented by proxy at the Special Meeting and entitled to vote thereon as of the record date for the Special Meeting selected by the Board of Directors shall vote in favor of the Qualifying Offer Resolution, then the Qualifying Offer shall be deemed exempt from the application of this Agreement to such Qualifying Offer so long as it remains a Qualifying Offer, such exemption to be effective on the Close of Business on the tenth Business Day after (i) the Outside Meeting Date or (ii) the date on which the results of the vote on the Qualifying Offer Resolution at the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting, as the case may be (the “Exemption Date”). Notwithstanding anything herein to the contrary, no action or vote, including action by written consent, by stockholders not in compliance with the provisions of this Section 23(b) shall serve to exempt any offer from the terms of this Agreement. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Exemption Date and, if such notification is given orally, the Company shall act confirm same in good faithwriting on or prior to the Business Day next following. Until such notice is received by the Rights Agent, in a manner they reasonably believe to be in the best interests of Rights Agent may presume conclusively for all purposes that 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 factorsExemption Date has not occurred. (c) Immediately upon the action of the Board of Directors of the Company ordering authorizing the redemption of the Rights, written 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 will terminate and the only right thereafter of the holders of Rights with respect to such Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering authorizing the redemption of the Rights, the Company shall give written 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 will state the method by which the payment of the Redemption Price will be made. (d) Immediately upon the Close of Business on the Exemption Date, without any further action and without any notice, the right to exercise the Rights with respect to the Qualifying Offer will terminate. (e) Notwithstanding anything contained in this Agreement to the contrary, all the Rights outstanding at the Close of Business on January 29, 2013, shall automatically be redeemed at the Redemption Price, without any further action being taken by the Board of Directors. Neither As promptly as practicable following any such redemption, the Company nor any shall make arrangements to mail a notice 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 23redemption to, and other than in connection to make appropriate payments with respect to Rights held by, holders of record of Rights as of the repurchase Close of Common Stock Business on such redemption date (with prompt written notice thereof to the Rights Agent). On such redemption date, and without further action and without any notice, the right to exercise the Rights shall terminate and the only right of the holders of Rights with respect to such Rights shall be to receive the Redemption Price for each Right so held. The notice of redemption shall be mailed to the holder’s last address as it appears 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. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption shall state the method by which the payment of the Redemption Price shall be made, unless the notice is mailed together with such payment.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if 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 authorizes redemption and (y) prior to such merger by the stockholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office Company at a stockholders’ meeting (and such authorization shall require the concurrence of a majority of the Independent Directorsnot by written consent). 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) Flip-In Event until such time as the Company's ’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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of --------------------------- Directors of the Company may, at its option, at any time prior to the earlier of (x) 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right as appropriately adjusted to reflect any stock split, stock 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 current market price as defined in Section 11(d)(i) on the date of the redemption), other securities, cash or other assets; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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. 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors of the Company ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Share 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock splitshare subdivision or consolidation, stock dividend of shares 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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. 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) 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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days after the Promptly following such action of the Board of Directors ordering the redemption 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 will state the method by which the payment of the Redemption Price will be made. Neither . (d) Notwithstanding the Company nor any provisions of its Affiliates Section 23(a) hereof, in the event that a majority of the Board is elected by shareholder action by written consent, or Associates may redeem, acquire or purchase for value any Rights is comprised of persons elected at any time a meeting of shareholders who were not nominated by the Board in any manner other than that specifically set forth in this Section 23, and other than in connection with the repurchase of Common Stock office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the Distribution Dateeffectiveness 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 of Directors of the Company may, at its option, at any time prior to the Close of Business on the earlier of (xi) the close of business on the tenth calendar day following the Shares Share Acquisition Date (or or, if the Shares Share Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth fifteenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount shall be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash or any other assets; provided, however, that if form of consideration deemed appropriate by the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent DirectorsCompany. 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 . Notwithstanding the Company's right of redemption hereunderforegoing, the Board of Directors of the Company shall act may not redeem any Rights (i) at any time subsequent to having made the determination that any Person is an Adverse Person or (ii) for a period of one hundred and eighty (180) days following the effectiveness of an election in good faith, in which (A) a manner they reasonably believe to be in majority of the best interests Board of Directors of the Company and with such care, including reasonable inquiry, skill and diligence, as were elected by shareholder action by written consent or (B) a person majority of ordinary prudence would use under similar circumstances, and they may consider the long-term and short-term effects Board of any action upon employees, customers and creditors Directors of the Company and upon communities elected at a meeting of Shareholders were not nominated by the Board of Directors in which offices office immediately prior to such meeting, if such redemption is reasonably likely to have the purpose or other establishments effect of allowing any Person to become an Acquiring Person or otherwise facilitating the Company are located, and all other pertinent factorsoccurrence of a Triggering Event or a transaction with an Acquiring Person. (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors of the Company ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if 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 and (y) prior to such merger by the stockholders of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of at a majority of the Independent Directorsstockholders' meeting. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.Board

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the “current market price”, as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), then there must the right of redemption shall be Independent Directors in office and such authorization shall require reinstated thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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 ’s right of redemption hereunder has expired. (b) In deciding If the Company receives a Qualifying Offer and the Board has not redeemed the outstanding Rights in accordance with Section 23(a) above or exempted such offer from the terms of this Agreement or called a special meeting of shareholders for the purpose of voting on whether or not to exercise exempt such Qualifying Offer from the Company's right terms of redemption hereunderthis Agreement, in each case by the end of the 90 Business Day period following the commencement of such Qualifying Offer, and if the Company receives, not earlier than 90 Business Days nor later than 120 Business Days following the commencement of such Qualifying Offer, a written notice complying with the terms of this Section 23(b) (the “Special Meeting Notice”), properly executed by the holders of record (or their duly authorized proxy) of 10% or more of the Common Shares then outstanding, directing the Board to submit to a vote of Directors shareholders at a special meeting of the shareholders of the Company (a “Special Meeting”) a resolution authorizing the redemption of all, but not less than all, of the then outstanding Rights at the Redemption Price (the “Redemption Resolution”), then the Board shall act in good faith, in a manner they reasonably believe take such actions as are necessary or desirable to cause the Redemption Resolution to be submitted to a vote of shareholders within 90 Business Days following receipt by the Company of the Special Meeting Notice (the “Special Meeting Period”), by including a proposal relating to adoption of the Redemption Resolution in the best interests proxy materials of the Company for the Special Meeting; provided, however, that if the Company, at any time during the Special Meeting Period and prior to a vote on the Redemption Resolution, enters into a Definitive Acquisition Agreement, the Special Meeting Period may be extended (and any Special Meeting called in connection therewith may be cancelled) if the Redemption Resolution will be separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement. For purposes of a Special Meeting Notice, the record date for determining eligible holders of record of the Common Shares shall be the 90th Business Day following the commencement of a Qualifying Offer. Any Special Meeting Notice must be delivered to the Secretary of the Company at the principal executive offices of the Company and with such care, including reasonable inquiry, skill and diligencemust set forth, as to the shareholders of record executing such Special Meeting Notice, (i) the name and address of such shareholders, as they appear on the Company’s books and records, (ii) the number of Common Shares that are owned of record by each of such shareholders and (iii) in the case of Common Shares that are owned beneficially by another Person, an executed certification by the holder of record that such holder has executed such Special Meeting Notice only after obtaining instructions to do so from such beneficial owner. Subject to the requirements of applicable law, the Board may take a person position in favor of ordinary prudence would use under similar circumstancesor opposed to the adoption of the Redemption Resolution, or no position with respect to the Redemption Resolution, as it determines to be appropriate in the exercise of its fiduciary duties. In the event that (A) no Person has become an Acquiring Person prior to the effective date of redemption referred to below in this sentence, (B) the Qualifying Offer continues to be a Qualifying Offer prior to the last day of the Special Meeting Period (the “Outside Meeting Date”) and they may consider (C) either (1) the long-term and short-term effects Special Meeting is not held on or prior to the 90th Business Day following receipt of any action upon employeesthe Special Meeting Notice or (2) at the Special Meeting at which a quorum is present, customers and creditors the holders of a majority of the Common Shares outstanding as of the record date for the Special Meeting selected by the Board, shall vote in favor of the Redemption Resolution, then all of the Rights shall be deemed redeemed at the Redemption Price by such failure to hold the Special Meeting or as a result of the adoption of the Redemption Resolution by the shareholders of the Company and upon communities in which offices (or the Board shall take such other establishments action as may be necessary to prevent the existence of the Company Rights from interfering with the consummation of the Qualifying Offer), such redemption to be effective, as the case may be, (x) as of the close of business on the Outside Meeting Date if a Special Meeting is not held on or prior to such date or (y) if a Special Meeting is held on or prior to the Outside Meeting Date, as of the date on which the results of the vote adopting the Redemption Resolution at the Special Meeting are located, and all other pertinent factorscertified as official by the appointed inspectors of election for the Special Meeting. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, or further action, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company then in office may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day Business Day following the Shares Acquisition Date date any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or if of any Subsidiary of the Shares Acquisition Date shall have occurred prior Corporation, any Exempted Person or any Person or entity organized, appointed or established by the Corporation for or pursuant to the Record terms of any such plan), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the close Beneficial Owner of business on 10% or more of the tenth day following total combined voting power of the Record Date)Common Shares then outstanding, or (yii) the Final Expiration Date, at their option, upon the affirmative vote or written consent of not less than a majority of such Directors redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $.001 .01 per Right as Right, appropriately adjusted to reflect any stock share split, stock dividend share dividend, combination of Common Shares or similar transaction occurring after the date hereof Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, and however, if the Company Corporation is then restricted or prohibited from paying the Redemption Price in cash, then the Corporation may, at its option, pay the Redemption Price either in shares by delivery of its such other consideration, including without limitation, Common Stock (valued at their Current Market Price as defined in Section 11(d)(i) on the date Shares or units of the redemption), Common Shares and/or other securities, cash or other assets; provided, however, that if the Board of Directors property or assets of the Company authorizes redemption of the Rights on Corporation, or after the Shares Acquisition Datea combination thereof, then there must be Independent Directors in office and such authorization shall require the concurrence of as a majority of the Independent Directors. Notwithstanding anything contained Directors determine 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 their sole discretion to be in the best interests of the Company a fair and with such careequivalent Redemption Price, including reasonable inquiry, skill which determination shall be final 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) binding. Immediately upon the taking of such action of the Board of Directors of the Company ordering the redemption of all of the Rights, written 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 the payment of any interest thereon). Within 10 days after the such action of the Board of Directors ordering the redemption of all of the Rights, the Company Corporation 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 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 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 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 2311(a)(ii) until such time as the Corporation’s right of redemption hereunder has expired. (b) Notwithstanding the provision of Section 23(a), and other than in connection the event that shareholder action at an annual or special meeting of shareholders is taken to elect a Director or Directors of the Corporation with the repurchase result that Continuing Directors do not constitute a majority of Common Stock prior to the Distribution DateBoard of Directors of the Corporation, then until the 180th day following the effectiveness of such election, the Rights shall not be redeemed.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the "current market price," as defined in Section 11(d)(i) on the date 11(d), of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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)(ii11 (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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, or further action, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by by, in the case of notice to holders, 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth day following the Record Date), or (yii) the Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if if, following the Board occurrence of Directors 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 authorizes redemption 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 Rights on or after outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the Shares Acquisition Dateoccurrence of the event described in clause (i), then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, or further action, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by by, in the case of notice to holders, 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares a Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 Shares (valued at their Current Market Price based on the "current market price," as defined in Section 11(d)(i) on the date hereof, of the Common Shares at the time of redemption), other securities, cash ) or other assetscash; provided, however, that if 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 (with the approval of the majority of members of the Board of Directors Directors) shall have issued additional equity securities, in either instance such that such Person is thereafter a Beneficial Owner of 10% or less of the Company authorizes redemption outstanding Common Shares, and (ii) there is no other Acquiring Person immediately following the occurrence of the Rights on or after the Shares Acquisition Dateevent described in clause (i), then there must the right of redemption shall be Independent Directors in office reinstated and such authorization shall require thereafter be subject to the concurrence provisions of a majority of the Independent Directorsthis 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 action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption 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 each holder's last address as 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 Shares. Any notice 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 will state the method by which the payment of the Redemption Price will be made. (c) In deciding whether or not to exercise the Company's right of redemption hereunder, the Board of Directors 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares 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 by the Company pursuant to Section 26 hereof, or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights for cash at a redemption price of $.001 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, and the Company mayHOWEVER, 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after in either of the Shares Acquisition Datecircumstances set forth in clauses (i) and (ii) below, then there such authorization must be Independent Directors in office and such authorization shall require the concurrence of approved by a majority of the Independent Directors, if any, then in office and approved by a Supermajority Vote: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person or an Adverse Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event; PROVIDED FURTHER, 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 or an Adverse Person shall have transferred or otherwise disposed of a number of shares of Common Stock 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 such that such Person is thereafter a Beneficial Owner of less than 10% 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 or Adverse 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 (as it may be extended pursuant to Section 26 hereof) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day (as such period may be extended pursuant to the provisions of Section 26 hereof) following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day (as such period may be extended pursuant to the provisions of Section 26 hereof) following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 such Redemption Price either to be payable in cash, shares of its Common Stock (valued at their Current Market Price based on the "current market price," as defined in Section 11(d)(i11(d) on the date hereof, of the Common Stock at the time of redemption), ) or such other securities, cash or other assetsform of consideration as may be deemed appropriate by the Board of Directors of the Company; providedPROVIDED, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after in either of the Shares Acquisition Datecircumstances set forth in clauses (i) and (ii) below, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the Independent Directorstime a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a tender offer or exchange offer in compliance with Section 11(a)(ii)(B); PROVIDED FURTHER, 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 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.the

Redemption and Termination. (a) The Board of Directors of Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, a majority of the Independent Directors), at any time prior to the earlier of (xi) the close Close of business Business on the tenth calendar day Business Day following the Shares Stock 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 (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"), and the . The Company may, at its option, by action of a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, a majority of the Independent Directors), pay the Redemption Price either in shares of its Company Common Stock (valued at their Current Market Price based on the "current market price", as defined in Section 11(d)(i11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash and the redemption of the Rights shall be effective on the date of the redemption), other securities, cash or other assets; provided, however, that if basis and with such conditions as the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date(including, then there must be Independent Directors in office and such authorization shall require the concurrence of following a Section 11(a)(ii) Event, a majority of the Independent Directors. Notwithstanding anything contained ) may 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 expiredits sole discretion establish. (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 action of a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, a majority of the Company Independent Directors) ordering the redemption of the Rights, evidence of which shall be filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days The Company 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. Promptly after the action of a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, a majority of the Independent Directors) ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth calendar day following the Shares Acquisition Date (or if -50- 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 Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 per Right as appropriately adjusted to reflect any stock split, stock 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; providedPROVIDED, howeverHOWEVER, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent 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) 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 action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within 10 days after the action of the Board of Directors ordering the redemption 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to 5:00 P.M., New York City time, on the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), ) or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after in either of the Shares Acquisition Datecircumstances set forth in clauses (i) and (ii) below, then there must be Independent Disinterested Directors then in office and such authorization shall require the concurrence of a majority of the Independent such Disinterested Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable : (i) such authorization occurs on or after the first occurrence time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a Section 11(a)(iichange (resulting from a proxy or consent solicitation) Event until in a majority of the directors in office at the commencement of such time as solicitation if any Person who is a participant in such solicitation has stated (or, if upon the Company's right commencement of redemption hereunder has expired. (b) In deciding whether or not to exercise the Company's right such solicitation, a majority of redemption hereunder, the Board of Directors of the Company shall act has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a manner they reasonably believe Triggering Event, unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to be a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates); provided further, 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 best interests occurrence of a Triggering Event such that such Person is not thereafter a Beneficial Owner of shares of Voting Stock representing more than 10% 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.Voting Power, (cb) Immediately upon the action of the Board of Directors of the Company ordering the redemption 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its their option, at any time prior to before the earlier of (xi) the close of business on the tenth calendar day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to before the Record Date, the close of business on the tenth day following the Record Date), or (yii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter is referred to in this Agreement 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 based on the "current market price," as defined in Section 11(d)(i) on the date 11(d), of the shares of Common Stock at the time of redemption), other securities, cash ) or other assets; provided, however, that if cash. If the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances described in clauses (i) and (ii) below, then : (i) such authorization occurs on or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, then there must be Independent Directors in office and or (ii) such authorization shall require occurs on or after the concurrence date of a change (resulting from a proxy or consent solicitation) if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Independent DirectorsBoard of Directors has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action that would result in such Person becoming an Acquiring Person or that would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates). 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 under this Agreement 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 action of the Board of Directors of the Company ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any or notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right heldPrice. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 last addresses as they appear 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 that is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xA) the close 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 Business on the tenth day following the Record occurrence of a Stock Acquisition Date), or (yB) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights (which shall not include any Rights that have become void pursuant to Section 7(e) hereof) at a redemption price of $.001 .01 per Right Right, as it may be appropriately adjusted by the Board of Directors of the Company to reflect any stock splitsplit or combination, stock 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) based on the date current market price (as determined pursuant to Section 11(d) hereof) per share of the Common Stock at the time of redemption), other securities, cash ) or other assets; provided, however, that if cash. The redemption of the Rights by the Board of Directors of the Company authorizes redemption may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. (ii) In addition, the Board of Directors may redeem all but not less than all of the then outstanding Rights at the Redemption Price following the Close of Business on or the tenth day after the Shares occurrence of a Stock Acquisition Date, then there must be Independent Directors in office and such authorization (A) (1) if a Person who is an Acquiring Person shall require the concurrence have transferred or otherwise disposed of a majority number of shares of Common Stock in one transaction or a 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 less than 10% of the Independent Directorsoutstanding shares of Common Stock and (2) there are no other Persons, immediately following the occurrence of the event described in clause (1), who are Acquiring Persons, or (B) in connection with the type of transaction specified in Section 13(a) hereof in which all holders of Common Stock are treated alike and not involving an Acquiring Person or an Affiliate or Associate of an 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. 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) Triggering Event until such time as the Company's right of redemption hereunder has expired. under clause (bi) In deciding whether or above is 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) exercisable. Immediately upon the action of the Board of Directors of the Company ordering authorizing the redemption of the Rights, Rights pursuant to subsection (a) of this Section 23 and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders a holder of such Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering authorizing the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding such 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 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 will shall 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 repurchase of Common Stock prior to the Distribution Dateeffected.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, by action of a majority of the whole Board of Directors at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if there is an Acquiring Person the Rights may not be redeemed (i) if from and after the time a Person became an Acquiring Person, an Acquiring Person has caused the composition of the Board of Directors to be changed with the result that a majority of its members are representatives, nominees, designees, Affiliates or Associates of an Acquiring Person (including the Acquiring Person as a designee of the Acquiring Person, or (ii) following any merger to which the Company is a party that was not approved (x) prior to the time such Person became an Acquiring Person, by the Board of Directors of the Company authorizes redemption and (y) prior to such merger, by the stockholders of the Rights on or after the Shares Acquisition Date, then there must be Independent Directors in office and such authorization shall require the concurrence of Company at a majority of the Independent Directorsstockholders' meeting. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of of (xi) the close Close of business Business on the tenth calendar twentieth day following the Shares Stock Acquisition Date (or or, if the Shares Stock Acquisition Date shall have occurred prior to the Record Date, the close Close of business Business on the tenth twentieth day following the Record Date), or ) (yas either such period may be extended pursuant to the provisions of Section 27 hereof) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 .01 per Right Right, as such amount may be appropriately adjusted to reflect any stock split, stock 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 such Redemption Price either to be payable in cash, shares of its Common Stock stock (valued at their based on the Current Market Price Price, as defined in Section 11(d)(i1(l) on the date hereof, of the Common Stock at the time of redemption), ) or such other securities, cash or other assetsform of consideration as may be deemed appropriate by the Board of Directors of the Company; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after in either of the Shares Acquisition Datecircumstances set forth in clauses (iii) and (iv) below, then there must be Independent Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (iii) such authorization occurs on or after the Independent Directorstime a Person becomes an Acquiring Person, or (iv) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the Directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or Adverse Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a tender offer or exchange offer in compliance with Section 11(a)(ii)(A) hereof respecting approval of the terms of such tender offer or exchange offer by a majority of the Continuing Directors who are not officers of the Company; provided further, 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, (v) 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 10% of the outstanding shares of Common Stock, and (vi) there are no other Persons, immediately following the occurrence of the event described in clause (v), who are Acquiring Persons or Adverse 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 of the Company may not redeem any rights following its determination 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 and under subsection (b) of this Section 23 has expired. (b) In deciding whether or not to exercise During the Company's right period commencing at the Close of redemption hereunderBusiness on the twentieth 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 a majority of the Continuing Directors shall act in good faith, in a manner they reasonably believe determine 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 factorsits shareholders. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the RightsRights pursuant to this Section 23 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption) , 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 will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the action of the Board of Directors ordering the redemption 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 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 will state the method by which the payment of the Redemption Price will be made. Neither The failure to give, or any defect in, any such notice will not affect the Company nor any validity 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 repurchase of Common Stock prior to the Distribution Datesuch redemption.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (xi) the close of business on the tenth calendar day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or or, if the Shares Acquisition Date such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or ) and (yii) the Final Expiration Date, cause the Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $.001 0.01 per Right Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock 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, 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; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights on or after the Shares Acquisition Datetime a Person becomes an Acquiring Person, the Rights may be redeemed only if (A) there is at least one Continuing Director then there must be Independent Directors in office and such authorization shall require (B) the Board of Directors, with the concurrence of a majority of the Independent DirectorsContinuing Directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company and its stockholders. 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) 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. (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 effectiveness of the action of the Board of Directors of the Company ordering the redemption of the RightsRights (the effectiveness of which action may be conditioned on the occurrence 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 be filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Within 10 days Promptly after the effectiveness of the action of the Board of Directors ordering the redemption 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 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 Company for the 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 will shall 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 repurchase of Common Stock prior to the Distribution Date.