Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement (such redemption price, as adjusted, being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), 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 shall terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the Rights cease to be redeemable) following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and ), or (ii) the Final Expiration Date Date, (the “Redemption Period”), direct the Company to, and if directed the Company shall, x) redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”)) or (y) amend this Agreement to change the Final Expiration Date to another date, including without limitation an earlier date. 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 expiration Company’s right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise Board of its sole discretion, to be at least equal to the Redemption PriceDirectors. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. 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 expiration Company's right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder has expired. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights shall terminate, whether or not previously exercised, terminate and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to . (c) In the contrary, the event of a redemption of the Rights in accordance with this Agreement, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before such date shall have occurred prior to the Record Date, the Close close of Business business on the tenth day following the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”)Date, direct cause the Company to, and if directed the Company shall, to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement Rights Dividend Declaration Date (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"); PROVIDED, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board of Directors of the Company and by the stockholders of the Company at a stockholders' 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 expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise Board of its sole discretion, to be at least equal to the Redemption PriceDirectors. (b) Immediately upon the time effectiveness of the effectiveness action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) the effectiveness of this Section 23 or such earlier time as which action may be determined by conditioned on the Board in occurrence of one or more events or on the action ordering such redemption (although not earlier than the time existence of such actionone or more facts or may be effective at some future time), evidence of which shall be filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the effectiveness of the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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 Company for the Common Stock. Any notice given that is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to 5:00 P.M., Central Standard time, on the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, subject to extension by the Close Board of Business on the Record Date) and Directors for a period of time, or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”"REDEMPTION PRICE"). Notwithstanding anything contained in this Agreement to the contrary, no Rights may be exercised at any time that the Rights shall not be exercisable after are subject to redemption in accordance with the first occurrence terms of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Pricethis Agreement. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company extending the redemption of the Rights period pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action23(a)(i), evidence of which shall have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its right to redeem the Rights. (c) Notwithstanding anything in this Agreement to the contrary, no redemption of the Rights shall be permitted after 5:00 P.M., Central Standard time, on the earlier of (i) the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors for a period of time up to, but not exceeding, ten additional days, or (ii) the Expiration Date. (d) 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the action of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company shall give mail notice of such the redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofto all holders at their last addresses as they appear upon the registry books of the Rights Agent or prior to the Separation Date, on the registry books of the Transfer Agent for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything In any case, failure to give notice to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. Neither the Company nor any of its Affiliates or Associates may redeem for value any Rights at any time, in any manner, other than that specifically set forth in this Section 23 23, and neither the Company nor any of its Affiliates or Associates may acquire or purchase for value any Rights at any time, in any manner, other than in connection with the purchase of shares of associated Common Stock prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishSeparation Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and ), or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). The aggregate Redemption Price otherwise payable to a holder of Rights shall be rounded to the nearest $0.01, provided, however, if such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise Board of its sole discretion, to be at least equal to the Redemption PriceDirectors. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldheld as described in Section 23(a) hereof. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything . (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase or repurchase by any of them of Common Stock prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Board of Directors of the 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 (ix) the Close close of Business business on the tenth (10th) Business Day day following the Shares Acquisition Date (or, or if the tenth (10th) Business Day following the Shares Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of Business business on the tenth day following the Record Date) and ), or (iiy) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .005 per Right, Right as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”), and the Company may, at its option, pay the Redemption Price in shares of its Common Stock (valued at their Current Market Price as defined in Section 11(d) on the date of the redemption), other securities, cash, other assets or any other form of consideration deemed appropriate by the Board of Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption 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 time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly Within 10 days after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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 given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything 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 of Common Stock prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock dividendsplit, stock dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the “Current Market Price Price,” as defined in Section 11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the BoardBoard of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph (aSection 23(a) of this Section 23 or such earlier later time as may be determined by the Board in may establish for the action ordering such redemption (although not earlier than the time effectiveness of such action)redemption, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly Within ten (10) day after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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 redemption. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board 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 (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Distribution Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption date of this Agreement (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock of the Company (based on the Current Per Share Market Price of the Common Shares thereof at the time of redemption) ), or any other form of consideration determined deemed appropriate by its board of directors. The redemption of the Rights by the Board, board of directors of the Company may be made effective at such time on such basis and with such conditions as the board of directors of the Company in the exercise of its sole discretiondiscretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, to unless such action of the board of directors of the Company expressly provides that such redemption will be effective at least equal to a subsequent time or upon the Redemption Priceoccurrence 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). (b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action23(a), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly 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 directing the Company to make 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 registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given which is mailed in accordance with Section 26 hereof such manner shall be deemed given 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. Notwithstanding anything Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 or other than in connection with the purchase of shares of Common Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the redemption of Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishare redeemable hereunder.

Redemption and Termination. (a) The Board Company may, at its option, by action of a majority of the Board, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day calendar day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of Business business on the tenth (10th) calendar day following the Record Date) and ), or (ii) the close of business on the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .00001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The redemption of Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in the event payment of the Redemption Price to a holder of Rights would result in the payment of an amount not equal to $.01 or an integral multiple of $.01, the amount to be paid shall be rounded upward to the next $.01. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Series A-1 Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(b) hereof, of the Series A-1 Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph subsection (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)23, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly Within ten (10) days after the action of the Board directing the Company to make ordering the redemption of the RightsRights (or such later time as the Board may establish for the effectiveness of the redemption), the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofby 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 Company Voting Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given given, whether or not the holder receives the notice. The failure to give notice required by this Section 23(b) or any defect therein shall not affect the validity of the action taken by the Company. Each such notice of redemption will state the method by which the payment of the Redemption Price will be mademade and in the event of any partial exchange, the number of Rights which will be exchanged. Notwithstanding anything in this Section 23 Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the contrary, provisions of Section 7(e) hereof) held by each holder of Rights. (c) Notwithstanding the redemption setting of the Rights as directed by Dividend Declaration Date and the Record Date for the distribution of the Rights, if the staff of the Michigan Gaming Control Board may advises the Company that approval of the Michigan Gaming Control Board is required for such distribution, no distribution of the Rights shall be made effective at under this Agreement unless and until such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishapproval is obtained.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the The Company shall promptly give notice of such redemption to the Rights Agent and the registered holders of the then then-outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock, provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything . (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Price to the registered holders of the Rights as 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 Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Company. (d) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner, other than that specifically set forth in this Section 23 or in Section 24 hereof and other than in connection with the purchase or repurchase by any of them of Company Common Stock prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Subject to the provisions of paragraph (b) below, the Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day calendar day following the Shares Acquisition Date (or, or if the tenth (10th) Business Day following the Shares Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of Business business on the tenth day following the Record Date) and or (ii) the close of business on the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Subject to the terms hereof and to the immediately preceding sentence, the redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and on such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price either in shares of its Common Stock (valued at their then current per share market price as defined in Section 11(d)(i) on the date of the redemption), other securities, cash or other assets. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event specified in Section 11(a)(ii) Event hereof until such time as the expiration Company's right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares redemption under this Section 23 (based on the Current Market Price of the Common Shares at the time of redemptiona) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Pricehas expired. (b) If the Board of Directors of the Company, pursuant to paragraph (a) above, authorizes redemption of the Rights in the circumstances set forth below, then there must be Continuing Directors in office and such authorization shall require the approval of at least a majority of the Continuing Directors: such authorization occurs within one hundred eighty (180) days after the earlier to occur of (i) the Share Acquisition Date or (ii) the date of a change (resulting from a proxy or consent solicitation or similar shareholder initiative) in a majority of the directors of the Company in office at the commencement of such solicitation or initiative if any Person who is a participant in such solicitation or initiative has stated (or if upon the commencement of such solicitation or initiative 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 Trigger Event. (c) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights Agent23, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after The Company shall promptly give public notice of any such redemption; provided, however, that the action failure to give, or any defect in, such notice shall not affect the validity of the Board directing the Company to make the redemption of the Rights, the such redemption. The Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofby 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 given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the repurchase of Common Stock prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Board Company may, at its option, but only by the vote of a majority of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Share Acquisition Date) and , subject to extension by the Company as provided in Section 27 hereof or (ii) the Final Close of Business on the Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, subject to adjustments as such amount may be appropriately adjusted to reflect any stock splitprovided in subsection (c) below (the "Redemption Price"); PROVIDED, stock dividendHOWEVER, or similar transaction occurring THAT from and after the first public announcement by time that any Person shall become an Acquiring Person (other than pursuant to a Permitted Offer), the Company may redeem the Rights only if at the time of the adoption action of this Agreement (the Board of Directors there are then in office not less than two Continuing Directors and such redemption price, as adjusted, being hereinafter referred to as is approved by a majority of the “Redemption Price”)Continuing Directors then in office. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a pursuant to Section 11(a)(ii) Event until prior to the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price Company's right of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder. (b) Immediately upon the time effectiveness of the effectiveness action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as which action may be determined by conditioned on the Board in occurrence of one or more events or on the action ordering such redemption (although not earlier than the time existence of such actionone or more facts or may be effective at some future time), evidence of which shall be have been filed with the Rights Agent, and without any further action and without any notice, the right Right to exercise the Rights shall will terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the effectiveness of the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby mailing such notice to each such holder at its last address as such appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given given, whether or not the holder receives the notice. Each such notice of redemption will state the effective time of the redemption, the method by which the payment of the Redemption Price will be mademade and the time for such payment. Notwithstanding anything in The failure to give notice required by this Section 23 to 23(b) or any defect therein shall not affect the contrarylegality or validity of the action taken by the Company. At the option of the Board of Directors, the redemption Redemption Price may be paid in cash to each Rights holder or by the issuance of shares of Common Stock (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares) having a Current Market Price equal to such cash payment. (c) In the event the Company shall at any time after the Record Date (A) pay any dividend on its Common Stock in shares of its Common Stock, (B) subdivide or split the outstanding shares of its Common Stock into a greater number of shares or (C) combine or consolidate the outstanding shares of its Common Stock into a smaller number of shares of its Common Stock or effect a reverse split of the Rights as directed by outstanding shares of its Common Stock, then and in such event the Board may Redemption Price shall be made effective at appropriately adjusted to reflect such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishevent.

Redemption and Termination. (a) The Subject to the provisions of Section 23(c) hereof, the Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of Business business on the tenth day following the Record Date) and ), or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"); provided, however, that any redemption after the Stock Acquisition Date must be authorized by the Board (and, until the expiration of the 180-day period referred to in Section 23(c) hereof, with the concurrence of a majority of the Continuing Directors). The Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise Board of its sole discretion, to be at least equal to the Redemption PriceDirectors. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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) Notwithstanding anything the provisions of Section 23(a) hereof, in this Section 23 to the contrary, the redemption event that a majority of the Rights as directed 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 may be made effective at such time, on such basis and subject in office immediately prior to such conditions as meeting or action, then for a period of one hundred and eighty (180) days following the Board, in its sole discretion, may establisheffectiveness 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 Company may, at its option, upon approval by the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) ), or any other form of consideration determined deemed appropriate by the Board, Board of Directors of the Company. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time on such basis and with such conditions as the Board of Directors of the Company in the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights Agent23, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly 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 directing of Directors of the Company to make 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 registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to Neither the contrary, the redemption Company nor any of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.Affiliates or Associates may

Redemption and Termination. (a) The Board Company may, at its option, but only by the vote of a majority of the Board of Directors, at any time prior to before the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Stock Acquisition Date) and , subject to extension by the Company as provided in Section 27 hereof or (ii) the Final Close of Business on the Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, subject to adjustments as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement provided in paragraph (such redemption price, as adjusted, being hereinafter referred to as c) below (the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a pursuant to Section 11(a)(ii) Event until before the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price Company’s right of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder. (b) Immediately upon the time effectiveness of the effectiveness action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as which action may be determined by conditioned on the Board in occurrence of one or more events or on the action ordering such redemption (although not earlier than the time existence of such actionone or more facts or may be effective at some future time), evidence of which shall be have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the effectiveness of the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby mailing such notice to each such holder at its last address as such appears upon the registry books of the Rights Agent or, before the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given given, whether or not the holder receives the notice. Each such notice of redemption will state the effective time of the redemption, the method by which the payment of the Redemption Price will be mademade and the time for such payment. Notwithstanding anything in The failure to give notice required by this Section 23 to 23(b) or any defect therein shall not affect the contrarylegality or validity of the action taken by the Company. At the option of the Board of Directors, the redemption Redemption Price may be paid in cash to each Rights holder or by the issuance of shares of Common Stock (and, at the Company’s election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares) having a Current Market Price equal to such cash payment. (c) If the Company shall at any time after the Record Date (A) pay any dividend on its Common Stock in shares of its Common Stock, (B) subdivide or split the outstanding shares of its Common Stock into a greater number of shares or (C) combine or consolidate the outstanding shares of its Common Stock into a smaller number of shares of its Common Stock or effect a reverse split of the Rights as directed by outstanding shares of its Common Stock, then and in such event the Board may Redemption Price shall be made effective at appropriately adjusted to reflect such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishevent.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth day (10thas such period may be extended pursuant to the provisions of Section 27 hereof) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"), such Redemption Price to be payable in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or such other form of consideration as may be deemed appropriate by the Board of Directors of the Company; provided, however, that if following the occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of 5% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of redemption hereunder and under subsection (b) of this Section 23 has expired. (b) During the period commencing at the close of business on the tenth day following the Stock Acquisition Date and terminating on the earlier of (i) the occurrence of a Triggering Event and (ii) the Final Expiration Date, the Board of Directors of the Redemption Period. The Company may, at its option, pay redeem all but not less than all of the then outstanding Rights at the Redemption Price in cash(appropriately adjusted to reflect any stock split, Common Shares (based on stock dividend or similar transaction occurring after the Current Market Price 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 Common Shares at Company which the time Board of redemption) or any other form of consideration determined by the Board, Directors shall determine to be in the exercise best interests of the Company and its sole discretion, to be at least equal to the Redemption Pricestockholders. (bc) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights shall terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for terminate each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a1) The Board may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder has expired. (b2) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights shall terminate, whether or not previously exercised, terminate and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 . (3) The Company may, at its option, discharge all of its obligations with respect to the contrary, 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day day following the Shares Acquisition Date first date of public announcement of the occurrence of a Flip-In Event (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before such date shall have occurred prior to the Record Date, the Close close of Business business on the tenth day following the Record Date) (in either event, subject to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the Final Expiration Date (the “Redemption Period”)Date, direct cause the Company toto redeem all, and if directed the Company shall, redeem all but not less than all all, of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement Rights Dividend Declaration Date (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (A) occurs when there is an Acquiring Person and (B) 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 at a stockholders’ meeting (and not by written consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Flip-In Event until such time as the expiration Company’s right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors may, to the extent set forth in the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than the Boardtime otherwise specified in clause (i)), in which event the exercise of its sole discretion, to Rights shall not be at least equal to the Redemption Priceredeemable from and after such specified time. (b) Immediately upon the time effectiveness of the effectiveness action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) the effectiveness of this Section 23 or such earlier time as which action may be determined by conditioned on the Board in occurrence of one or more events or on the action ordering such redemption (although not earlier than the time existence of such actionone or more facts or may be effective at some future time), evidence of which shall be filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the effectiveness of the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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 Company for the Common Stock. Any notice given that is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, or if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date) and (ii) the Final Expiration Date Time (such time being hereinafter referred to as the “Redemption Period”), direct cause the Company to, and if directed the Company shall, to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock dividendsplit, stock dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Flip-in Event until such time as the expiration Company’s right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration determined 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 the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (aSection 23(a) of this Section 23 or such earlier later time as may be determined by the Board in may establish for the action ordering such redemption (although not earlier than the time effectiveness of such action)redemption, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.so

Redemption and Termination. (a) The Board Company may, at its option, upon approval by the Board of Directors, at any time prior to the earlier of (i) if the Close Acquiring Person beneficially owns or has ever beneficially owned more than 50% of the 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 on the tenth (10th) Business Day following Days after the Shares Acquisition Date (or, if the tenth (10th) Business Day following the or any later time up to 20 days after such Shares Acquisition Date occurs before the Record Dateas and if, by majority vote during such 20-day period, the Close of Business on the Record Date) and Board so authorizes), or (iiiii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) ), or any other form of consideration determined deemed appropriate by the Board, Board of Directors of the Company. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time on such basis and with such conditions as the Board of Directors of the Company in the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights Agent23, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly 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 directing of Directors of the Company to make 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 registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the redemption of Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishare redeemable hereunder.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption ---------- Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contraryearlier of (x) the occurrence of a Section ----- 11(a)(ii) Event, or (y) the Final Expiration Date. (ii) In addition, the Rights shall not be exercisable after Board of Directors of the first Corporation may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event until and the expiration of any period during which the Redemption Period. The Company may, 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 its option, pay the Redemption Price (x) in cashconnection 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 (based on 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 Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 15% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified in) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), 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 and notify the Rights Agent 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 ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contrary, earlier of (x) the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until or (y) the expiration Final Expiration Date. (ii) In addition, the Board of Directors of the Redemption Period. The Company Corporation may, at its option, pay 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 cashconnection 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 (based on 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 Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 15% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, and without any further action and without any notice, the right to exercise the Rights shall terminate, whether or not previously exercised, will terminate and each Right, whether or not previously exercised, will the only right thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.Rights

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by the Board of Directors acting by Board Approval, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, or (ii) the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .Ol per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, by the Board of Directors acting by Board Approval, pay the Redemption Price either in cash, shares of Company Common Shares Stock (based on the Current Market Price "current market price", as defined in Section 11(d) hereof, of the shares of Company Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise Board of its sole discretion, to be at least equal to the Redemption PriceDirectors by Board Approval. (b) Immediately upon the time action of the effectiveness Board of Directors by Board Approval ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)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 shall terminate, whether or not previously exercised, will terminate and each Right, whether or not previously exercised, will the only right thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.of

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date and (or, if the tenth (10thii) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Expiration Date, (A) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per RightRight (rounded up to the nearest whole $0.001 in the case of any holder whose holdings are not in a multiple of ten), as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in ) or (B) amend this Agreement to change the contraryFinal Expiration Date to another date, including an earlier date. Any redemption made according to this Section 23(a) will be effective immediately upon the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration action of the Redemption PeriodBoard ordering it, unless such action of the Board expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board). The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate (and valued in good faith) by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (aas provided in Section 23(a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights Agenthereof, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action effectiveness of the Board directing the Company to make the redemption of the Rights, the Company shall publicly announce such redemption and give notice of such redemption to the Rights Agent, and within ten days thereafter, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the failure to give nor any defect in this Section 23 to any such notice shall effect the contrary, the redemption legality or validity of the Rights as directed redemption. The Company may, at its option, combine the payment of the Redemption Price with any other payment being made concurrently to holders of Common Stock. If legal or contractual restrictions prevent the Company from paying the Redemption Price (in the form of consideration deemed appropriate by the Board may be made effective of Directors) at the time of redemption, the Company will pay the Redemption Price, without interest, promptly after such time, on such basis and subject to such conditions time as the Board, in its sole discretion, may establishCompany ceases to be so prevented from paying the Redemption Price.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Distribution Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time action of the effectiveness of the redemption of Board electing to redeem the Rights pursuant to paragraph (aSection 23(a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)above, written evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company electing to make the redemption of redeem the Rights, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board Subject to Section 28, the Company may, at its option, by action of the Company's Board of Directors (evidence of which shall be filed with the Rights Agent), at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, price being the "Redemption Price"). Any such redemption of the Rights may be made effective immediately or at a later time determined in such manner and subject to fulfillment of such conditions as adjusted, the Board of Directors in its sole discretion may establish (the effective time of redemption being hereinafter referred to as the “"Redemption Price”Effectiveness Time"). 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 the expiration of the Redemption Period. The Company may, at its option, by action of the Company's Board of Directors, pay the Redemption Price either in cash, shares of Company Common Shares Stock (based on the Current Market Price current market price, determined in accordance with Section 11(d), of the shares of Company Common Shares Stock at the time of redemption) or cash. Notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any other action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption immediately or the Redemption Effectiveness Time and form of consideration determined by the Board, in the exercise payment of its sole discretion, to be at least equal to the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. (b) Immediately upon At the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Redemption Effectiveness 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the RightsRedemption Effectiveness Time, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock. Any notice given that is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day (or such later date as may be determined by the Board of Directors of the Company pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the “current market price,” as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board of Directors of the Company. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder has expired. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights shall terminate, whether or not previously exercised, terminate and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to . (c) In the contrary, the event of a redemption of the Rights in accordance with this Agreement, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (a) The Board mayBoard, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and ), or (ii) the Final Expiration Date (time at which the “Redemption Period”), direct the Company to, and if directed the Company shallRights expire pursuant to this Agreement, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement Right (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph Section 23(a) (a) of this Section 23 or at such earlier later time as may be determined by the Board in may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), evidence notice of which shall be filed with have been provided 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of by the Board directing the Company to make ordering the redemption of the RightsRights becoming effective, the Company shall give provide notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights, with prompt written notice thereof to the Rights in accordance with Section 26 hereof. Any notice given Agent, each in accordance with Section 26 hereof (provided that the failure to provide, or any defect in, such notice shall not affect the legality or validity of such redemption). Any notice which is provided in the manner herein provided shall be deemed given given, whether or not the record holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board Company may, at its option, at any time prior to but only by the earlier vote of (i) a majority of the Close Board of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDirectors, redeem all but not less than all of the then outstanding Rights Rights, at any time prior to the Close of Business on the earlier of (i) the tenth day following the Stock Acquisition Date, (ii) the tenth day following the determination by the Board of Directors that a Person is an Adverse Person, or (iii) the Final Expiration Date, at a redemption price of $0.001 0.01 per Right, subject to adjustments as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after provided in subsection (c) below (the first public announcement by the Company of the adoption of this Agreement (such redemption price, as adjusted, being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a pursuant to Section 11(a)(ii) Event until prior to the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price Company's right of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder. (b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights Agent, and without Without any further action and without any notice, the right to exercise the Rights will terminate effective at the time so designated by action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the effective time of the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to At the contraryoption of the Board of Directors, the redemption Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundred thousandth (1/100,000) of a share) of Preferred Stock or Common Stock having a Fair Market Value equal to such cash payment. (c) In the event the Company shall at any time after the date of this Agreement (A) pay any dividend on Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares or (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the Rights as directed outstanding shares of Common Stock, then, and in each such event, the Redemption Price shall be appropriately adjusted to reflect the foregoing. (d) Notwithstanding the provisions of Section 23(a) hereof, in the event that a majority of the Board of Directors of the Company is elected by shareholder action by written consent or is comprised of persons elected at a meeting of shareholders who were not nominated by the Board may be made effective at such time, on such basis and subject of Directors of the Company in office immediately prior to such conditions as meeting, then for a period of one hundred and eighty (180) days following the Board, in its sole discretion, may establisheffectiveness 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 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 (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Distribution Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption date of this Agreement (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock of the Company (based on the Current Per Share Market Price of the Common Shares thereof at the time of redemption) ), or any other form of consideration determined deemed appropriate by its board of directors. The redemption of the Rights by the Board, board of directors of the Company may be made effective at such time on such basis and with such conditions as the board of directors of the Company in the exercise of its sole discretiondiscretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, to unless such action of the board of directors of the Company expressly provides that such redemption will be effective at least equal to a subsequent time or upon the Redemption Priceoccurrence 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). (b) Immediately upon the time action of the effectiveness board of directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action23(a), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly 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 ten (10) days after the such action of the Board directing board of directors of the Company to make 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 registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given which is mailed in accordance with Section 26 hereof such manner shall be deemed given 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. Notwithstanding anything Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24, and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the redemption of Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishare redeemable hereunder.

Redemption and Termination. (ai) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contrary, earlier of (A) the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until Event, or (B) the expiration of the Redemption PeriodFinal Expiration Date. The Company Corporation may, at its option, pay the Redemption Price either in cash, Common Shares (based on the Current Market Price "current per share market price," as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided, that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any other form fractional Common Shares and the number of consideration determined by the Board, in the exercise Common Shares issuable to each holder of its sole discretion, to Rights shall be at least equal rounded down to the next whole share. (ii) In addition, the Board 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 PricePrice (A) 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 (B)(1) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 10% or more of the Common Shares, and (2) at the time of redemption no other Persons are Acquiring Persons. (b) Immediately In the case of a redemption permitted under Section 23(a)(i) hereof, immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after In the action case of a redemption permitted only under Section 23(a)(ii) hereof, evidence of which shall have been filed with the Board directing the Company to make the redemption of the RightsRights Agent, the Company right to exercise the Rights will terminate and represent only the right to receive the Redemption Price upon the later of 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 written notice of any such redemption to the Rights Agent and the registered holders of the Rights in the manner set forth in Section 26 hereof; 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 such date for redemption set forth in a resolution of the Board ordering the redemption of the Rights, the Corporation shall mail a notice of redemption to all the holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof and other than in connection with the purchase of Common Shares prior to the contraryDistribution 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 (with prompt written notice thereof to the Rights Agent) and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption ---------- Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contraryearlier of (x) the occurrence of a Section ----- 11(a)(ii) Event or (y) the Final Expiration Date. (ii) In addition, the Rights shall not be exercisable after Board of Directors of the first Corporation may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event until and the expiration of any period during which the Redemption Period. The Company may, 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 its option, pay the Redemption Price (x) in cashconnection 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 (based on other than as a holder of Common Shares being treated like all other such holders) an Interested Shareholder or (y)(aa) if and for so long as the Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 20% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminatebe, whether or not previously exercisedexcept as provided in Section 23(b), and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), the right to exercise the Rights will terminate and represent only, except as provided in Section 23(b), 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 and notify the Rights Agent 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 ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Board maymay (following the Stock Acquisition Date, only with the concurrence of a majority of the Continuing Directors), at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”)Date, direct the Company to, and if directed so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"); provided, however, that the Rights may not be redeemed following an Adverse Person 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 expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Class B Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d)(i) hereof, of the Class B Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time action of the effectiveness Board (with, if required, the concurrence of a majority of the Continuing Directors) ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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(s) for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on (i) the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Except for the obligation to pay the Redemption Price, the Board of Directors and the Company shall not have any liability to any Person as a result of the redemption of Rights under 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 expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the The Company shall promptly give notice of such redemption to the Rights Agent and the registered holders of the then then-outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock, provided, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything . (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Price to the registered holders of the Rights as 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 Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Company. (d) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner, other than that specifically set forth in this Section 23 or in Section 24 hereof and other than in connection with the purchase or repurchase by any of them of Company Common Stock prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day (or such specified or unspecified later date as may be determined by the Board before the Rights cease being redeemable) following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, pay the Redemption Price in shares of Common Stock of the Company (based on the Current Market Price of the Common Stock of the Company at the time of redemption), cash or any other form of consideration deemed appropriate by the Board. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder has expired. (b) Immediately upon the time action of the effectiveness of Board directing the Company to make the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby mailing such notice to each such holder at such 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at unless notice is mailed together with such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishpayment.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day (or such later date as may be determined by the Board pursuant to clause (i) of the first sentence of Section 3(a) with respect to the Distribution Date) following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or any other form of consideration, or any combination of any of the foregoing, deemed appropriate by the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder has expired. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights shall terminate, whether or not previously exercised, terminate and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to . (c) In the contrary, the event of a redemption of the Rights in accordance with this Agreement, the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contrary, earlier of (x) the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until or (y) the expiration Final Expiration Date. (ii) In addition, the Board of Directors of the Redemption Period. The Company Corporation may, at its option, pay 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 cashconnection 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 (based on 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 Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 15% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately Notwithstanding anything in Section 23(a)(i) and (ii) to the contrary, in the case the Corporation is not permitted to pay the Redemption Price under the terms of any agreement or instrument evidencing indebtedness for borrowed money of the Corporation or any Subsidiary, currently in existence or executed after the date hereof, 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 ability of the Board of Directors of the Corporation to redeem the Rights. (c) In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminatebe, whether or not previously exercisedexcept as provided in Section 23(b), and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), the right to exercise the Rights will terminate and represent only, except as provided in Section 23(b), 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 and provide prompt written notice to the Rights Agent of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution Date. (d) The Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release (with prompt written notice thereof to the Rights Agent) 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Board Subject to Section 28, the Company may, at its option, by action of the Company's Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, by action of the Company's Board of Directors, pay the Redemption Price either in cash, shares of Company Common Shares Stock (based on the Current Market Price current market price, determined in accordance with Section 11(d), of the shares of Company Common Shares Stock at the time of redemption) or any other form cash. Subject to the foregoing, the redemption of consideration determined by the BoardRights may be made effective at such time, on such basis and with such conditions as the Board of Directors in the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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 Company Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date) and ), subject to extension as provided in Section 27 or (ii) the Close of Business on the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a an event described in Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d)(i), of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the BoardBoard of Directors. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors in the exercise of its sole discretiondiscretion may establish; provided, however, that any redemption of Rights occurring as of or after the time a Person becomes an Acquiring Person may be effected, and the method of payment of the redemption price and conditions to redemption may be at least equal to determined, only by the Redemption PriceCompany's Board of Directors acting by Special Vote. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held, without any interest thereon. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in The failure to give notice required by this Section 23 to 23(b) or any defect therein shall not affect the contrary, the redemption legality or validity of the Rights as directed action taken by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 0.00001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the The Company shall promptly give notice of such redemption to the Rights Agent and the registered holders of the then then-outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock, provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything . (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Price to the registered holders of the Rights as 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 Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Company. (d) 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 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.or in

Redemption and Termination. (a) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contraryearlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Close of Business on the Final Expiration Date. (b) In addition, the Rights shall not be exercisable after Board of Directors of the first Corporation may, at its option, at any time following the 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 Period. The Company mayPrice (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 15% of the Common Shares, and (bb) at its optionthe time of redemption no other Persons are Acquiring Persons. (c) Notwithstanding anything in Section 23(a)(i) and (ii) to the contrary, in the case the Corporation is not permitted to pay the Redemption Price in cash, Common Shares (based on under the Current Market Price terms of any agreement or instrument evidencing indebtedness for borrowed money of the Common Shares at the time of redemption) Corporation or any other form Subsidiary, currently in existence or executed after the date hereof, the payment of consideration determined by the BoardRedemption 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 exercise right and ability of its sole discretion, the Board of Directors of the Corporation to be at least equal to redeem the Redemption PriceRights. (bd) Immediately In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminatebe, whether or not previously exercisedexcept as provided in Section 23(b), and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), the right to exercise the Rights will terminate and represent only, except as provided in Section 23(b), 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 and notify the Rights Agent 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 ten (10) calendar days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution Date. (e) 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Board Board, acting by at least a majority of the Continuing Directors, may, at its option, at any time prior to the earlier first to occur of the close of business on (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and ), (ii) the tenth Business Day after a determination, pursuant to Section 11(a)(ii)(B), that a Person is an Adverse Person, or (iii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”") and the Company may, at its option, pay the Redemption Price in Preferred Shares (based on the "Current Market Price," as defined in Section 11(d)(ii) of the Preferred Shares at the time of redemption), Common Shares (based on the "Current Market Price," as defined in Section 11(d)(i) of the Common Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board, acting 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 expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay shall promptly notify the Redemption Price in cash, Common Shares (based on Rights Agent following the Current Market Price action of the Common Shares at Board ordering redemption of the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PriceRights. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights Agent23, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 all such holders at each holder's last address as it appears upon the registry books of the Rights Agent for the Common Shares; provided, however, the failure to give or any defect in accordance with Section 26 hereofany such notice shall not affect the validity of such redemption. Any notice given which is mailed in accordance with the manner provided in Section 26 hereof shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contraryearlier of (x) ---------------- the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date. (ii) In addition, the Rights shall not be exercisable after Board of Directors of the first Corporation may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event until and the expiration of any period during which the Redemption Period. The Company may, 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 its option, pay the Redemption Price (x) in cashconnection 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 (based on 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 Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 15% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately Notwithstanding anything in Section 23(a)(i) and (ii) to the contrary, in the case the Corporation is not permitted to pay the Redemption Price under the terms of any agreement or instrument evidencing indebtedness for borrowed money of the Corporation or any Subsidiary, currently in existence or executed after the date hereof, 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 ability of the Board of Directors of the Corporation to redeem the Rights. (c) In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminatebe, whether or not previously exercisedexcept as provided in Section 23(b), and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), the right to exercise the Rights will terminate and represent only, except as provided in Section 23(b), 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 and notify the Rights Agent 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 ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of Business business on the Record Date) and ), or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) 11 Event until such time as the expiration Company's right of redemption set forth in the Redemption Periodfirst sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current 37 Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise Board of its sole discretion, to be at least equal to the Redemption PriceDirectors. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (oror such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) ), or any other form of consideration determined deemed appropriate by the BoardBoard of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the exercise Company may not take any action pursuant to this Section 23(a) unless (x) at the time of its sole discretion, to be at least equal to the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. 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 a majority of the Continuing Directors in its sole discretion may establish. (b) Immediately upon the time action of a majority of the effectiveness Continuing Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights Agent23, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly 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 a majority of the Board directing the Company to make Continuing 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 registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to Neither the contrary, the redemption Company nor any of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.its

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (iA) the Close of Business on the tenth time at which an Acquiring Person becomes such, or (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (iiB) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”"REDEMPTION PRICE"). Notwithstanding anything contained in this Agreement to the contrary, The redemption of the Rights shall not by the Board may be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company maymade effective at such time, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by such basis and with such conditions as the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price.may establish (b) Immediately In the case of a redemption permitted under Section 23 hereof, immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed promptly 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly Within ten days after the action of the Board directing the Company to make ordering the redemption of the RightsRights under Section 23(a) hereof, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofby mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given given, whether or not the holder receives the notice. Each such notice of redemption will shall state the Redemption Date and the method by which the payment of the Redemption Price will be made. Notwithstanding anything The Company may, at its option, discharge all of its obligations with respect to providing such notice to Rights holders by (i) issuing a press release announcing the manner of redemption of the Rights, (ii) depositing with a bank or trust company in this Section 23 New York, New York, or St. Louis, Missouri, having a capital and surplus of at least $100,000,000, funds necessary for such redemption, in trust, to the contrary, be applied to the redemption of the Rights as directed by so called for redemption and (iii) arranging for the Board may be made effective at such time, on such basis and subject mailing of the Redemption Price to such conditions as the Board, in its sole discretion, may establishregistered holders of the Rights.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time on or prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Distribution Date, subject to extension by the Close Board of Business on the Record Date) and Directors for a period of time up to, but not exceeding, ten additional days, or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”), and the Company may, at its option, by action of a majority of the Whole Board, pay the Redemption Price either in shares of Company Common Stock (of the shares of Company Common Stock at the time of redemption) or cash. Subject to the foregoing, the redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Whole Board in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, no Right may be exercised until such time as the Rights shall not be exercisable after have become non-redeemable in accordance with the first occurrence terms of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Pricethis Agreement. (b) Immediately Promptly upon the time action of the effectiveness Board of Directors of the Company extending the redemption of the Rights period pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action23(a)(i), evidence of which shall be have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its right to redeem the Rights. (c) Promptly 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly Within 10 days after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 In any case, failure to give such notice to any particular holder of Rights shall not affect the contrary, the redemption sufficiency of the Rights as directed by the Board may be made effective at such time, on such basis and subject notice to such conditions as the Board, in its sole discretion, may establishother holders of Rights.

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 .0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the “current market price”, as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after until such time as the first occurrence Company’s right of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the The Company shall promptly give notice of such redemption to the Rights Agent and the registered holders of the then then-outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock, provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 . (c) The Company may, at its option, discharge all of its obligations with respect to the contrary, 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 as directed 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 Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contraryearlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date. (ii) In addition, the Rights shall not be exercisable after Board of Directors of the first Corporation may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event until and the expiration of any period during which the Redemption Period. The Company may, 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 its option, pay the Redemption Price (x) in cashconnection 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 (based on 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 Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 15% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately Notwithstanding anything in Section 23(a)(i) and (ii) to the contrary, in the case the Corporation is not permitted to pay the Redemption Price under the terms of any agreement or instrument evidencing indebtedness for borrowed money of the Corporation or any Subsidiary, currently in existence or executed after the date hereof, 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 ability of the Board of Directors of the Corporation to redeem the Rights. (c) In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminatebe, whether or not previously exercisedexcept as provided in Section 23(b), and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), the right to exercise the Rights will terminate and represent only, except as provided in Section 23(b), 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 and notify the Rights Agent 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 ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Company, acting by resolution of its Board of Directors (which resolution shall be effective only if it is approved by a majority of the Continuing Directors), may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of Business business on the tenth day following the Record Date) and ), or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the BoardCompany, in the exercise acting by resolution of its sole discretion, to Board of Directors (which resolution shall be at least equal to effective only if it is approved by a majority of the Redemption PriceContinuing Directors). (b) Immediately upon the time action of the effectiveness Company, acting by resolution of its Board of Directors (which resolution shall be effective only if it is approved by a majority of the Continuing Directors), ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time on or prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Distribution Date, subject to extension by the Close Board of Business on the Record Date) and Directors for a period of time up to, but not exceeding, ten additional days, or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, by action of a majority of the Whole Board, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the Current Market Price of the shares of Common Shares Stock at the time of redemption) ), cash or any other form of consideration determined deemed appropriate by the BoardBoard of Directors. Subject to the foregoing, the redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Whole Board in the exercise of its sole discretion, to be at least equal discretion may establish. Notwithstanding anything in this Agreement to the Redemption Pricecontrary, no Right may be exercised until such time as the Rights have become non-redeemable in accordance with the terms of this Agreement. (b) Immediately Promptly upon the time action of the effectiveness Board of Directors of the Company extending the redemption of the Rights period pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action23(a)(i), evidence of which shall be have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its right to redeem the Rights. (c) Promptly 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly Within 10 days after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 In any case, failure to give such notice to any particular holder of Rights shall not affect the contrary, the redemption sufficiency of the Rights as directed by the Board may be made effective at such time, on such basis and subject notice to such conditions as the Board, in its sole discretion, may establishother holders of Rights.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , (A) at any time prior to the contrary, earlier of (x) the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until (and after giving effect to the expiration Window Period), or (y) the Final Expiration Date, or (B) within 10 days after any Person becomes an Acquiring Person if (x) the Acquiring Person notifies the Board of Directors that such person became an Acquiring Person inadvertently and (y) during such 10 day period, and at the time of redemption, the Acquiring Person is no longer the Beneficial Owner of 20% or more of the Redemption then outstanding Common Stock, or (C) the Board chooses to redeem the rights within the Window Period. The Company Corporation may, at its option, pay the Redemption Price either in cash, Common Shares Stock (based on the Current Market Price "current per share market price," as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or cash; provided that if the Corporation elects to pay the Redemption Price in Common Stock, the Corporation shall not be required to issue any other form fractional shares of consideration determined by Common Stock and the Board, in the exercise number of its sole discretion, shares of Common Stock issuable to each holder of Rights shall be at least equal rounded down to the next whole share. (ii) In addition, the Board of Directors of the Corporation may at its option, at any time following the occurrence of a Section 11(a)(ii) Event (and after giving effect to the Window Period) 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 PricePrice (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 Stock are treated alike and not involving (other than as a holder of Common Stock being treated like all other such holders) an Interested Shareholder or (y)(A) if and for so long as the Acquiring Person is not thereafter the Beneficial Owner of 20% of the Common Stock, and (B) at the time of redemption no other Persons are Acquiring Persons. (b) Immediately In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall will terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly 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 the tenth Business Day 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 ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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, and to the Rights Agent. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation not any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Stock prior to the contraryDistribution Date. (c) The Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release, and giving simultaneous written notice to the Rights Agent, 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 directed they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, or if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Dividend Record Date, the Close of Business on the tenth day following the Dividend Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.10 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, 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 subject to such conditions as the Board in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a any event described in Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption11(a)(ii)(A)(B) or any other form (C) hereof until such time as the Company's right of consideration determined by the Board, redemption set forth in the exercise first sentence of its sole discretion, to be at least equal to the Redemption PriceSection 23(a) has expired. (b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action) (such time the "Redemption Date"), 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 shall terminate, whether or not previously exercised, terminate and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly 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 directing the Company to make ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given given, whether or not the holder receives the notice. Each If the payment of the Redemption Price is not included with such notice, each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Notwithstanding anything Neither the Company nor any of its Affiliates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, other than in connection with the purchase of Common Stock prior to the contraryDistribution Date. (c) The Company may, at its option, pay the redemption Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d) hereof, of the Rights as directed Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement (such redemption price, as adjusted, being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), 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 shall terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to 5:00 P.M., Central Standard time, on the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, subject to extension by the Close Board of Business on the Record Date) and Directors for a period of time, or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”"REDEMPTION PRICE"). Notwithstanding anything contained in this Agreement to the contrary, no Rights may be exercised at any time that the Rights shall not be exercisable after are subject to redemption in accordance with the first occurrence terms of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Pricethis Agreement. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company extending the redemption of the Rights period pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action23(a)(i), evidence of which shall have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its right to redeem the Rights. (c) Notwithstanding anything in this Agreement to the contrary, no redemption of the Rights shall be permitted after 5:00 P.M., Central Standard time, on the earlier of (i) the tenth day following the Stock Acquisition Date, subject to extension by the Board of Directors for a period of time up to, but not exceeding, ten additional days, or (ii) the Expiration Date. (d) 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly Within 10 days after the action of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company shall give mail notice of such the redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofto all holders at their last addresses as they appear upon the registry books of the Rights Agent or prior to the Separation Date, on the registry books of the Transfer Agent for the Common Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything In any case, failure to give notice to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. Neither the Company nor any of its Affiliates or Associates may redeem for value any Rights at any time, in any manner, other than that specifically set forth in this Section 23 23, and neither the Company nor any of its Affiliates or Associates may acquire or purchase for value any Rights at any time, in any manner, other than in connection with the purchase of associated Common Shares prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishSeparation Date.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and ), or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). The aggregate Redemption Price otherwise payable to a holder of Rights shall be rounded to the nearest $0.01, provided, however, if such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price Price, as defined in Section 11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise Board of its sole discretion, to be at least equal to the Redemption PriceDirectors. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldheld as described in Section 23(a) hereof. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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) Notwithstanding anything the provisions of Section 23(a) hereof, if, within 180 days of a public announcement by a third party of an intent or proposal to engage (without the current and continuing concurrence of the Board) in a transaction involving an acquisition of or business combination with the Company or otherwise to become an Acquiring Person, there is an election of Directors (at one or more stockholder meetings) resulting in a majority of the Board being comprised of persons who were not nominated by the Board in office immediately prior to such election, then following the effectiveness of such election for a period of 180 days (the "Special Period") the Rights, if otherwise then redeemable absent the provisions of this Section 23 to paragraph (c), shall be redeemable upon either of the contraryfollowing conditions being satisfied, but not otherwise: (A) by a vote of a majority of the Directors then in office, provided that (I) before such vote, the Board of Directors shall have implemented the Value Enhancement Procedures (as defined below) and (II) promptly after such vote, the Company publicly announces such vote and (a) the manner in which the Value Enhancement Procedures were implemented, (b) any material financial, business, personal or other benefit or relationship (an "Interest") which each Company Director and each Affiliate of such Company Director (identifying each Director and Affiliate separately in relation to each such Interest) has in connection with any suggested, proposed or pending transaction with or involving the Company (a "Transaction"), or with any other party or Affiliate of any other party to a Transaction, where such Transaction would or might, or is intended to, be permitted or facilitated by redemption of the Rights (an "Affected Transaction"), other than treatment as directed a shareholder on a pro rata basis with other shareholders or pursuant to compensation arrangements as a director or employee of the Company or a subsidiary which have been previously disclosed by the Company, (c) the individual vote of each Director on the motion to redeem the Rights, and (d) the statement of any Director who voted for or against the motion to redeem the Rights and desires to have a statement included in such announcement, or (B) if clause (A) is not applicable, by a vote of a majority of the Directors then in office, provided that (I) if there is a challenge to the Directors' action approving redemption and/or any related Affected Transaction as a breach of the fiduciary duty of care or loyalty, the Directors (solely for purposes of determining the effectiveness of such redemption pursuant to this clause (B)) are able to establish the entire fairness of such redemption and, if applicable, such related Affected Transaction, and (II) the Company shall have publicly announced the vote of the Board may be made effective at of Directors approving such timeredemption and, on if applicable, such basis related Affected Transaction, which announcement shall set forth the information prescribed by clauses (A) (II) (b), (c) and subject to such conditions as the Board, in its sole discretion, may establish(d) above.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contraryearlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date. (ii) In addition, the Rights shall not be exercisable after Board of Directors of the first Corporation may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event until and the expiration of any period during which the Redemption Period. The Company may, 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 its option, pay the Redemption Price (x) in cashconnection 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 (based on other than as a holder of Common Shares being treated like all other such holders) an Interested Shareholder or (y)(aa) if and for so long as the Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 15% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified in) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), 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 and notify the Rights Agent 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 ten (10) days after the action such date for redemption set forth in a resolution of the Board directing of Directors of the Company to make Corporation ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution Date. (c) The Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release and notice to the Rights Agent 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Board Subject to Section 29 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the The Company shall promptly give notice of such redemption (with prompt written notice to the Rights Agent and Agent) to the registered holders of the then then-outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock, provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything . (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Price to the registered holders of the Rights as 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 Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Company. (d) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner, other than that specifically set forth in this Section 23 or in Section 24 hereof and other than in connection with the purchase or repurchase by any of them of Company Common Stock prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"), at any time prior to the earlier of (x) the close of business on the tenth day following the occurrence of a Section 11(a)(ii) Event (or if such date shall have occurred prior to the Record Date, the tenth day following the Record Date), or (y)] the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in shares of Common Stock (based on the "current per share market price," as defined in Section 11(d) hereof, of the Common Stock at the time of redemption) or cash; provided that if the Corporation elects to pay the Redemption Price in shares of Common Stock, the Corporation shall not be required to issue any fractional shares of Common Stock and the number of shares of Common Stock issuable to each holder of Rights shall be rounded down to the next whole share. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii13(a)(ii) Event until the expiration Company's right of redemption hereunder has expired. (ii) In addition, the Board of Directors of the Redemption Period. The Company Corporation may, at its option, pay 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 cashconnection with any merger, Common Shares consolidation or sale or other transfer (based on the Current Market Price 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 Stock are treated alike and not involving (other than as a holder of Common Stock 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 15% of the shares of Common Stock, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately upon Notwithstanding the time provisions of Section 23(a), in the event that a majority of the effectiveness Board of Directors of the redemption Corporation is comprised of the Rights pursuant to paragraph (ai) persons elected at a meeting of this Section 23 or such earlier time as may be determined by written consent of stockholders who were not nominated by the Board of Directors in the office immediately prior to such meeting or action ordering such redemption by written consent, and/or (although not earlier than the time ii) successors of such action), evidence of which shall be filed with the Rights Agent, and without any further action and without any notice, the right persons elected to exercise the Rights shall terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing of Directors for the Company to make the redemption purpose of the Rights, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.either facilitating a transaction

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of Business business on the tenth day following the Record Date) and ), or such later date as may be determined by action of the Board, or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"); provided, however, that the Board may not redeem any Rights following an Adverse Person 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 expiration Company's right of redemption set forth in the Redemption Periodfirst sentence of this Section 23(a) has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined 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 the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby 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. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. Three-Year Independent -------------------------------------------------- Director Evaluation. ------------------- (a) The Board mayof Directors, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of business on the tenth Business on Day following the Record Date) and ), or (ii) the Final Expiration Date (time at which the “Redemption Period”), direct the Company to, and if directed the Company shallRights expire pursuant to this Agreement, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement Right (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the BoardBoard of Directors. 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 the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph Section 23(a) (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), evidence notice of which shall be filed with have been provided 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of by the Board directing the Company to make of Directors ordering the redemption of the RightsRights becoming effective, the Company shall give provide notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights, with prompt written notice thereof to the Rights in accordance with Section 26 hereof. Any notice given Agent, each in accordance with Section 26 hereof (provided that the failure to provide, or any defect in, such notice shall not affect the legality or validity of such redemption). Any notice which is provided in the manner herein provided shall be deemed given given, whether or not the record 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) The Stockholder Rights Plan Committee of the Company's Board of Directors shall review this Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the best interests of the Company and its stockholders. Notwithstanding anything Such committee shall conduct such review periodically when, as and in this Section 23 such manner as the committee deems appropriate, after giving due regard to all relevant circumstances; provided, however, that the committee shall take such action at least every three years. Following each such review, such committee will report its conclusions to the contrary, the redemption full Board of Directors of the Company, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights as directed should be redeemed. Such committee shall be comprised only of directors of the Company who shall have been determined by the Company's Board of Directors to be independent and disinterested (who are neither an Acquiring Person or a Person on whose behalf a tender offer or exchange offer for Common Stock is being made nor an Affiliate, Associate, nominee or representative of an Acquiring Person or a Person non whose behalf a tender offer or exchange for Common Stock is being made). Such committee shall be appointed by the Board may be made effective at of Directors of the Company and is authorized to retain such timelegal counsel, on such basis financial advisors and subject to such conditions other advisors as the Board, committee deems appropriate in order to assist the committee in carrying out its sole discretion, may establishforegoing responsibilities under this Agreement.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, at any time on or prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, subject to extension by the Close Board of Business on the Record Date) and Directors for a period of time up to, but not exceeding, ten additional days, or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”), and the Company may, at its option, by action of a majority of the Whole Board, pay the Redemption Price either in shares of Company Common Stock, of the shares of Company Common Stock at the time of redemption) or cash. Subject to the foregoing, the redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Whole Board in its sole discretion may establish. Notwithstanding anything contained in this Agreement to the contrary, no Right may be exercised until such time as the Rights shall not be exercisable after have become non-redeemable in accordance with the first occurrence terms of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Pricethis Agreement. (b) Immediately Promptly upon the time action of the effectiveness Board of Directors of the Company extending the redemption of the Rights period pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action23(a)(i), evidence of which shall be have been filed with the Rights Agent, the Company shall issue a press release indicating the date to which the Board of Directors has extended its right to redeem the Rights. (c) Promptly 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly Within 10 days after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 In any case, failure to give such notice to any particular holder of Rights shall not affect the contrary, the redemption sufficiency of the Rights as directed by the Board may be made effective at such time, on such basis and subject notice to such conditions as the Board, in its sole discretion, may establishother holders of Rights.

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the “current market price,” as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. 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 directing the Company to make of Directors ordering the redemption of the RightsRights as provided in Section 23(a) above, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then then-outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 . (c) The Company may, at its option, discharge all of its obligations with respect to the contrary, 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 as directed 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 Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (a) The Board Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (oror such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the Current Market Price of the Common Shares current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption) ), or any other form of consideration determined deemed appropriate by the BoardBoard of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the exercise Company may not take any action pursuant to this Section 23(a) unless (x) at the time of its sole discretion, to be at least equal to the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. 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 a majority of the Continuing Directors in its sole discretion may establish. (b) Immediately upon the time action of a majority of the effectiveness Continuing Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights Agent23, 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly 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 a majority of the Board directing the Company to make Continuing 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 registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the redemption of Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishare 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 (i) the Close of Business on the tenth (10th) Business Day day following the Shares Share Acquisition Date (or, if the tenth (10th) Business Day following the Shares Share Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date) and ), or (ii) the Final Expiration Date (the “Redemption Period”)Date, direct the Company to, and if so directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company's right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder has expired. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof shall be deemed given whether or not the holder receives the notice. Each by mailing such notice of redemption will state to all such holders at each holder's last address as it appears upon the method by which the payment of the Redemption Price will be made. Notwithstanding anything in this Section 23 to the contrary, the redemption registry books of the Rights as directed by Agent or, prior to the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.Distribution

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement , at any time prior to the contraryearlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date. (ii) In addition, the Rights shall not be exercisable after Board of Directors of the first Corporation may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event until and the expiration of any period during which the Redemption Period. The Company may, 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 its option, pay the Redemption Price (x) in cashconnection 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 (based on 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 Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 15% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately Notwithstanding anything in Section 23(a)(i) and (ii) to the contrary, in the case the Corporation is not permitted to pay the Redemption Price under the terms of any agreement or instrument evidencing indebtedness for borrowed money of the Corporation or any Subsidiary, currently in existence or executed after the date hereof, 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 ability of the Board of Directors of the Corporation to redeem the Rights. (c) In the case of a redemption permitted under Section 23(a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminatebe, whether or not previously exercisedexcept as provided in Section 23(b), and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), the right to exercise the Rights will terminate and represent only, except as provided in Section 23(b), 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 and provide prompt written notice to the Rights Agent of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution Date. (d) The Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release (with prompt written notice thereof to the Rights Agent) 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of a majority of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the “current market price,” as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. 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 directing the Company to make of Directors ordering the redemption of the RightsRights as provided in Section 23(a) above, the Company shall give notice of such redemption to the Rights Agent and the registered holders of the then then-outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 . (c) The Company may, at its option, discharge all of its obligations with respect to the contrary, 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 as directed 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 Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (ai) The Board of Directors of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”"REDEMPTION PRICE"). Notwithstanding anything contained in this Agreement , at any time prior to the contraryearlier of (x) the occurrence of a Section 11(a)(ii) Event, or (y) the Final Expiration Date. (ii) In addition, the Rights shall not be exercisable after Board of Directors of the first Corporation may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event until and the expiration of any period during which the Redemption Period. The Company may, 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 its option, pay the Redemption Price (x) in cashconnection 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 (based on 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 Current Market Price Acquiring Person is not thereafter the Beneficial Owner of 15% of the Common Shares Shares, and (bb) at the time of redemption) or any redemption no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PricePersons are Acquiring Persons. (b) Immediately Notwithstanding anything in Section 23(a)(i) and (ii) to the contrary, in the case the Corporation is not permitted to pay the Redemption Price under the terms of any agreement or instrument evidencing indebtedness for borrowed money of the Corporation or any Subsidiary, currently in existence or executed after the date hereof, 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 ability of the Board of Directors of the Corporation to redeem the Rights. (c) In the case of a redemption permitted under Section 23 (a)(i), immediately upon the time date for redemption set forth (or determined in the manner specified) in a resolution of the effectiveness Board of Directors of the Corporation ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action), evidence of which shall be filed with the Rights AgentRights, 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 terminatebe, whether or not previously exercisedexcept as provided in Section 23(b), and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly In the case of a redemption permitted only under Section 23(a)(ii), the right to exercise the Rights will terminate and represent only, except as provided in Section 23(b), 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 and notify the Rights Agent 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 ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything Neither the Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 and other than in connection with the purchase of Common Shares prior to the contraryDistribution 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCorporation.

Redemption and Termination. (a) The Board Subject to Section 31 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"), and the Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the "current market price," as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash; provided that if the Company elects to pay the Redemption Price in shares of Company Common Stock, the Company shall not be required to issue fractional shares of Company Common Stock. In lieu of such fractional shares of Company Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Company Common Stock would otherwise be issuable an amount of cash equal to the same fraction of the current per share market price of a whole share of Company Common Stock. Notwithstanding anything 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 expiration Company's right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)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 shall terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.and

Redemption and Termination. (ai) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights (excluding Rights under section 7(e)) at a redemption price of $0.001 .01 per Right, payable, at the option of the Company, in cash, shares of the common stock or such other consideration as the Board of Directors of the Company may determine, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"), (A) at any time prior to the earlier of (x) the ten days following the Share Acquisition Date, or (y) the Final Expiration Date, or (B) within ten days after any Person becomes an Acquiring Person if (A) the Acquiring Person notifies the Board of Directors that such Person became an Acquiring Person inadvertently and (B) during such ten day period, and at the time of redemption, the Acquiring Person is no longer the Beneficial Owner of fifteen (15) percent or more of the then outstanding Common Shares. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after pursuant to Section 11(a)(ii) prior to the first expiration of the Company's right of redemption hereunder. (ii) In addition, the Board of Directors of the Company may, at its option, at any time following the occurrence of a Section 11(a)(ii) Event until and the expiration of any period during which the Redemption Period. The Company mayholder 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 its option, pay the Redemption Price (aa) in cashconnection 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 assets or earning power of the Company and its Subsidiaries (taken as a whole), in which all holders of Common Shares are treated alike and not involving (based on other than as a holder of Common Shares being treated like all other such holders) an Interested Stockholder or (bb) if and for so long as the Current Market Price Acquiring Person has reduced its Beneficial Ownership to 15% or less of the outstanding shares of Common Shares Stock in a transaction or a series of transactions not involving the Company, and at the time of redemption) or any redemption there are no other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Pricepersons who are Acquiring Persons. (b) Immediately upon Notwithstanding the time provisions of Section 23(a), in the event that a majority of the Board of Directors of the Company is comprised of (i) persons elected at a meeting of or by written consent of stockholders and 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 thereafter if (x) during such 180-day period, the Company 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 and (y) such redemption 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) in a resolution of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly 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 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 ten (10) days after the action such date for redemption set forth in a resolution of the Board directing the Company to make of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to all the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 Shares. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything 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 except in connection with the purchase of Common Shares prior to the contraryDistribution Date. (d) 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 directed 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 Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.

Redemption and Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallsuch time as any Person becomes an Acquiring Person, redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary, The redemption of the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the BoardBoard may be made effective at such time, on such basis and subject to such conditions as the Board in the exercise of its sole discretion, to be at least equal to the Redemption Pricediscretion may establish. (b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action) (the “Redemption Date”), 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 shall terminate, whether or not previously exercised, terminate and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly The Company shall promptly give public notice of any such redemption (with prompt written notice to the Rights Agent); provided, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (10) Business Days after the action of the Board directing the Company to make ordering the redemption of the Rights, the Company shall give mail, or cause the Rights Agent to mail (at the expense of the Company), a notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given given, whether or not the holder receives the notice. Each If the payment of the Redemption Price is not included with such notice, each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. Notwithstanding anything Neither the Company nor any of its Related Persons 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, other than in connection with the purchase of Common Stock prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Board Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the expiration Company’s right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.so

Redemption and Termination. (a) The Board Company may, at its option, upon approval by the Board, at any time on or prior to the Close of Business (or such later date as may be determined by the Board) on the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Distribution Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption date of this Agreement (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"). Notwithstanding anything contained in this Agreement to , and the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Shares Stock (based on the Current Per Share Market Price of the Common Shares thereof at the time of redemption) ), or any other form of consideration determined 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 the exercise of its sole discretiondiscretion may establish. Any such redemption will be effective immediately upon the action of the Board ordering the same, to unless such action of the Board expressly provides that such redemption will be effective at least equal to a subsequent time or upon the Redemption Priceoccurrence 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). (b) Immediately upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action23(a), evidence of which shall be 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so heldPrice. Promptly 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 legality or validity of such redemption. Within 10 days after the action effectiveness of the Board directing the Company to make 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 registered holders of the then outstanding Rights in accordance with Section 26 hereofat 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 given which is mailed in accordance with Section 26 hereof such manner shall be deemed given 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. Notwithstanding anything Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 or other than in connection with the purchase of shares of Common Stock prior to the Distribution Date. (c) Notwithstanding anything contained in this Agreement to the contrary, the redemption of Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishare 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 (i) the Close close of Business business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close close of Business business on the tenth day following the Record Date) and ), or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar stock transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”)") and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the "current market price", as defined in Section 11(d)(i) hereof, of the shares of Common Stock at the time of redemption) or cash. 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 expiration Company's right of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption hereunder has expired. (b) Immediately upon the time action of the effectiveness Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall terminate, whether or not previously exercised, terminate and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.Directors

Redemption and Termination. (a) The Board A majority of the Continuing Directors may, at its their option, at any time prior to before the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”)Date, direct cause the Company to, and if directed the Company shall, to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock dividendsplit, reclassification, stock dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “"Redemption Price”"); provided, however, that if, after the Stock Acquisition Date and after the expiration of the right of redemption hereunder but before 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 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 10% or less of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately after 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 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 expiration Company's right of the Redemption Periodredemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price "current market price," as defined in Section 11(d)(i) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by a majority of the Board, in the exercise of its sole discretion, to be at least equal to the Redemption PriceContinuing Directors. (b) Immediately upon the time action of a majority of the effectiveness of Continuing Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, Agent and without any further action and without any notice, the right to exercise the Rights shall terminateterminate and the only right thereafter of the holders of Rights, whether or not previously exercisedas such, and each Right, whether or not previously exercised, will thereafter represent only the right shall be to receive the Redemption Price for each Right so held. Promptly after the action of a majority of the Board directing the Company to make Continuing 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 in accordance with Section 26 hereofby 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, before the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything 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 to 24, and other than in connection with the contrary, purchase of Common Stock before the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Board may, at within its optionsole discretion, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Distribution Date (the “Redemption Period”), direct ) authorize the Company toto redeem all, and if directed the Company shall, redeem all but not less than all all, of the then then-outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock dividendsplit, stock dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained Any such redemption will be effective immediately upon the action of the Board authorizing the same, unless such action of the Board expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in this Agreement to which case such redemption will be effective in accordance with the contrary, provisions of such action of the Board). The redemption of the Rights shall not by the Board pursuant to this Section 23(a) may be exercisable after made effective at such time, on such basis and with such conditions as the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption PeriodBoard may establish, in its sole discretion. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares (Stock based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph Section 23(a) hereof (a) of this Section 23 or such earlier later time as may be determined by the Board in may establish for the action ordering such redemption (although not earlier than the time effectiveness of such action)redemption, evidence of which shall be 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly 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 will not affect the validity of such redemption. Within ten (10) calendar days after the such action of the Board directing the Company to make 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 at their last addresses as they appear upon the registry books of the Rights Agent and or, prior to the registered holders Distribution Date, on the registry books of the then outstanding Rights in accordance with Section 26 hereoftransfer agent for the Common Stock. Any notice given that is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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 shall be made. Notwithstanding anything Neither the Company nor any of its Related Persons may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, or other than in connection with the purchase of shares of Common Stock or the conversion or redemption of shares of Common Stock in accordance with the applicable provisions of the Articles of Incorporation prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Board may, at within its optionsole discretion, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Final Expiration Stock Acquisition Date (the “Redemption Period”), direct ) authorize the Company toto redeem all, and if directed the Company shall, redeem all but not less than all all, of the then then-outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock dividendsplit, stock dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, being hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained Any such redemption will be effective immediately upon the action of the Board authorizing the same, unless such action of the Board expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in this Agreement to which case such redemption will be effective in accordance with the contrary, provisions of such action of the Board). The redemption of the Rights shall not by the Board pursuant to this Section 23(a) may be exercisable after made effective at such time, on such basis and with such conditions as the first occurrence of a Section 11(a)(ii) Event until the expiration of the Redemption PeriodBoard may establish, in its sole discretion. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares (Stock based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph Section 23(a) hereof (a) of this Section 23 or such earlier later time as may be determined by the Board in may establish for the action ordering such redemption (although not earlier than the time effectiveness of such action)redemption, evidence of which shall be 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly 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 will not affect the validity of such redemption. Within ten (10) calendar days after the such action of the Board directing the Company to make 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 at their last addresses as they appear upon the registry books of the Rights Agent and or, prior to the registered holders Distribution Date, on the registry books of the then outstanding Rights in accordance with Section 26 hereoftransfer agent for the Common Stock. Any notice given that is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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 shall be made. Notwithstanding anything Neither the Company nor any of its Related Persons may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, or other than in connection with the purchase of shares of Common Stock or the conversion or redemption of shares of Common Stock in accordance with the applicable provisions of the Certificate of Formation prior to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishDistribution Date.

Redemption and Termination. (a) The Board may, at its option, at any time prior to during the period (the “Redemption Period”) commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Close of Business on the tenth (10th) Business Day day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Stock Acquisition Date occurs before shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record Date) and ), or (ii) the Close of Business on the Final Expiration Date (the “Redemption Period”)Date, direct cause the Company to, and if directed the Company shall, to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 0.005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”); provided, however, that if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the authorized number of members of the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the expiration Company’s right of redemption hereunder has expired. The redemption of the Redemption PeriodRights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Shares Stock (based on the Current Market Price “current market price”, as defined in Section 11(d) hereof, of the Common Shares Stock at the time of redemption) or any other form of consideration determined deemed appropriate by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Price. (b) Immediately upon the time action of the effectiveness of Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such earlier time as may be determined by the Board in the action ordering such redemption (although not earlier than the time of such action)Rights, evidence of which shall be have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall terminate, whether or not previously exercised, terminate and each Right, whether or not previously exercised, will the only right thereafter represent only of the right holders of Rights shall be to receive the Redemption Price for each Right so heldPrice. Promptly after the action of the Board directing the Company to make 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 in accordance with Section 26 hereofby mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 to the contrary, the redemption of the Rights as directed by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establish.

Redemption and Termination. (a) The Board Subject to Section 30 hereof, the Company may, at its option, by action of the Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following the Shares Stock Acquisition Date (or, if the tenth (10th) Business Day following the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and or (ii) the Final Expiration Date (the “Redemption Period”), direct the Company to, and if directed the Company shallDate, redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.001 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement date hereof (such redemption price, as adjusted, price being hereinafter referred to as the “Redemption Price”). The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the “current market price”, as defined in Section 11(d) hereof, of the shares of Company Common Stock at the time of redemption) or cash or any other form of consideration deemed appropriate by the Board of Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after until such time as the first occurrence Company’s right of a Section 11(a)(ii) Event until the expiration of the Redemption Period. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration determined by the Board, in the exercise of its sole discretion, to be at least equal to the Redemption Priceredemption has expired. (b) Immediately upon the time action of the effectiveness Board of Directors ordering the redemption of the Rights pursuant to paragraph as provided in Section 23(a) above (a) of this Section 23 or at such earlier later time as may be determined by the Board in of Directors may establish for the action ordering such redemption (although not earlier than the time effectiveness of such actionredemption), 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 terminate, whether or not previously exercised, and each Right, whether or not previously exercised, will thereafter represent only the right be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the The Company shall promptly give notice of such redemption to the Rights Agent and the registered holders of the then then-outstanding Rights in accordance with Section 26 hereofby 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 Company Common Stock, provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice given which is mailed in accordance with Section 26 hereof the manner herein provided shall be deemed given 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. Notwithstanding anything in this Section 23 . (c) The Company may, at its option, discharge all of its obligations with respect to the contrary, 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 as directed 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 Company Common Stock, and upon such action, all outstanding Rights and Rights Certificates shall be null and void without any further action by the Board may be made effective at such time, on such basis and subject to such conditions as the Board, in its sole discretion, may establishCompany.