Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Distribution Date or and (ii) the Close of Business on the Final Expiration Date, elect to redeem all order the redemption of all, but not less fewer than all of all, the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price (the date hereof (of such redemption price being hereinafter referred the “Redemption Date”), and the Company, at its option, may pay the Redemption Price either in cash or Common Shares or other securities of the Company deemed by the Board, in the exercise of its sole discretion, to as be at least equivalent in value to the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority the Board ordering the redemption of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the noticeShares. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (c) . The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of 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, acquire or purchase for value any Rights at any time in any manner other than that except as specifically set forth in this Section 23 or in Section 24 hereof and other than 11(b) or in connection with the purchase of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis basis, in such form and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the legality or validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Amounts payable shall be rounded down to the nearest one cent. (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 or in Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Datesuch time as any Person becomes an Acquiring Person, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing ordering the redemption of the Rights pursuant to redeem the RightsSection 23(a) hereof, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give deliver a notice of such redemption to the Rights Agent and mail a notice of such redemption to the all holders of the then outstanding Rights by mailing such notice to all such holders at their 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 Company's Common Stock and the Convertible Preferred Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof hereof, and other than in connection with the purchase of Common the Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or and (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.01 .01 per Right, as Right (the "Redemption Price") appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")of this Agreement. The redemption Company may, at its option, pay the Redemption Price in cash, shares (including fractional shares) of Common Stock (based on the Current Market Price of the Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon At the action time and date of a majority effectiveness set forth in any resolution of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any further notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that such resolution of the failure Board of Directors of the Company may be revoked, rescinded or otherwise modified at any time prior to givethe time and date of effectiveness set forth in such resolution, or any defect in, any in which event the right to exercise will not terminate at the time and date originally set for such disclosure shall not affect termination by the validity Board of such redemptionDirectors of the Company. Within 10 days As soon as practicable after the action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Dateissuance of Rights Certificates, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. . In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. In the case of a redemption permitted under this Section 23, the Company may, at its option, discharge all of its obligations with respect to the Rights by (ci) issuing a press release announcing the manner of redemption of the Rights and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the issuance of the Rights Certificates, on the registry books of the transfer agent for the Common Stock, and upon such action, all outstanding Rights Certificates shall be null and void without any further action by the Company. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof 23, and other than in connection with the purchase of shares of Common Stock prior to the earlier of the Distribution Date and the Expiration Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) time a Person becomes an Acquiring Person, cause the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .005 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the effectiveness of the action of a majority of the Board of Directors then in office electing to redeem of the RightsCompany ordering the redemption of the Rights (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure Promptly after the effectiveness of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the registered holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent Company for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the "Current Market Price," as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company. (b) Immediately upon the action of a majority of the Board of Directors then in office electing of the Company ordering the redemption of the Rights pursuant to redeem the Rightsparagraph (a) of this Section 23, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner (i) other than that specifically set forth in this Section 23 or in Section 24 hereof hereof, and (ii) other than in connection with the purchase repurchase of Common Stock of the Company prior to the Distribution Date. (c) In the event that the Board of Directors adopts an effective resolution ordering the redemption of the Rights in compliance with Section 23(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Company.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time prior to the earlier of (x) the time that any Person becomes an Acquiring Person, or (y) the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price," as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction pursuant to paragraph (a) of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company Corporation shall promptly give public disclosure notice of any such redemption; redemption to the Rights Agent and the holders of Rights in the manner set forth in Section 26, provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office mayThe Company shall, at its option, at any such time prior as the Uniphase Rights are redeemed pursuant to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration DateUniphase Rights Agreement, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 U.S.$0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, by action of a majority of the Board of Directors, pay the Redemption Price either in Exchangeable Shares (based on the "current market price", as defined in Section 11(d) hereof, of the Exchangeable Shares at the time of redemption) or cash and the redemption of the Rights by shall be effective on the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors may in its sole discretion may establish. (b) Immediately upon the action of a majority Uniphase ordering the redemption of the Board Uniphase Rights pursuant to Section 23 of Directors then in office electing to redeem the RightsUniphase Rights Agreement, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days Promptly after the action of a majority of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common StockExchangeable Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close close of business on the tenth Business on Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction 26 occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration a Flip-in Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as appropriately adjusted to reflect any stock split, stock dividend dividend, recapitalization or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, pay the Redemption Price in shares of Common Stock (based on current Market Price at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the (or at such later time or satisfaction of such conditions as the Board of Directors may have establishedestablish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the The Company shall give promptly give, or cause the Rights Agent to give, notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution DateSeparation Time, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically as set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Dateherein.

Redemption and Termination. (a) A majority of the Board of Directors then in office The Company may, at its option, upon approval by the Board of Directors, at any time on or prior to the close of business (or such later date as may be determined by the Board of Directors) on the earlier of (i) the Close of Business on the Stock Shares Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to Date redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the 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 deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction pursuant to paragraph (a) of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.manner

Redemption and Termination. (a) A majority of the Board of Directors directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the Stock Acquisition Date or (ii) the Close close of Business business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, -------- ------- that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Datesuch time as any Person becomes an Acquiring Person, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action time of a majority 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 of Directors then of the Company in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon action ordering such redemption (although not earlier than the time or satisfaction of such conditions as action) (such time the Board of Directors may have established"REDEMPTION DATE"), and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights pursuant to paragraph (a), the Company shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each 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. (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 or in Section 24 hereof and hereof, other than in connection with the purchase of Common Stock Shares prior to the Distribution Date. (c) The Company may, at its option, pay the Redemption Price in cash, 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 any other form of consideration deemed appropriate by the Board of Directors of the Company.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time 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 Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the Stock Acquisition Date or (ii) the Close close of Business business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption , (i) at any time prior to the earlier of (x) the Rights by time that any Person becomes an Acquiring Person, or (y) the Final Expiration Date, or (ii) within 10 days after any Person becomes an Acquiring Person if (A) the Acquiring Person notifies the Board of Directors may be made effective that such person become an Acquiring Person inadverently and (B) during such 10 day period, and at such timethe time of redemption, on such basis and with such conditions as the Board Acquiring Person is no longer the Beneficial Owner of Directors in its sole discretion may establish20% or more of the then outstanding shares of Common Stock. (b) Immediately In the case of a redemption permitted under Section 23 (a), immediately upon the action of date for redemption set forth (or determined in the manner specified in) in a majority resolution of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company Corporation shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 ten (10) days after the action such date for redemption set forth in a resolution of the Board of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date. (c) The Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Stock, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Corporation.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.005 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 ten days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Datesuch time as any Person becomes an Acquiring Person, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price")”) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the “Current Market Price,” as defined in Section 11(d)(i) hereof, of the Common Table of Contents Shares as of a date determined by the Board) or cash. 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 its sole discretion discretion, may establish. (b) Immediately upon the action of a majority of the Board of Directors then of the Company ordering the redemption of the Rights (such action being adopted in office electing to redeem the Rightsmanner required by paragraph (a) above), evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof hereof, and other than in connection with the purchase of Common Stock prior to Shares before the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time prior to the earlier of (x) the time that any Person becomes an Acquiring Person, or (y) the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price," as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction pursuant to paragraph (a) of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company Corporation shall promptly give public disclosure notice of any such redemptionredemption to the Rights Agent and the holders of Rights in the manner set forth in Section 26; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Datesuch time as any Person first becomes an Acquiring Person, elect to redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.01 .01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price of the Common Stock at the time of redemption as determined pursuant to Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem ordering the Rights, evidence redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the pursuant to paragraph (a) of this Section 23 (or at such later time or satisfaction of such conditions as the Board of Directors may have establishedestablish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the RightsRights (or such later time as the Board of Directors may establish for the effectiveness of such redemption), the Company shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then then-outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date. (d) It is understood that the TIDE Committee (as provided below) of the Board of Directors shall review and evaluate this Agreement to determine whether the maintenance of this Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least once every three years. Following each such review, the TIDE Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Agreement should be modified or the Rights should be terminated. The TIDE Committee shall be comprised of Independent Directors selected by the Board of Directors. (e) The TIDE Committee (and Independent Directors, when considering the termination of, or any supplement or amendment to the Rights requiring Independent Directors) shall have the power to set their own agenda and to retain at the expense of the Company their choice of legal counsel, investment bankers and/or other advisors. The TIDE Committee (and the Independent Directors when considering the termination of, or amendments or supplements to, the Rights, as described above) shall have the authority to review all information of the Company and to consider any and all factors they deem relevant to an evaluation of whether to maintain or modify this Agreement or terminate the Rights.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemptionredemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time 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 Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemptionredemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the legality or validity of such redemption. Within 10 ten days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Amounts payable shall be rounded down to the nearest one cent. (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 or in Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date. (d) Notwithstanding any of the provisions of this Rights Agreement to the contrary, in the event that the Recapitalization and Distribution Agreement is terminated pursuant to its terms at any time prior to the Acceptance Time with respect to the Split-Off, this Rights Agreement shall automatically terminate and have no further force or effect, and any outstanding Rights shall expire and the right to exercise them or to have them redeemed shall immediately terminate.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to before the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or such later date as the Board of Directors of the Company may determine) or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter is referred to in this Agreement as the "Redemption Price"). 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)(A) Event until such time as the Company's right of redemption under this Agreement has expired. The redemption 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), of the Rights shares of Common Stock at the time of redemption), cash, or any form of consideration deemed appropriate by the Company's Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any or notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to before the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which that is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A Subject to Section 28, the Company may, at its option, by action of a majority of the Board of Directors then in office may, at its optionDirectors, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, 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, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of a majority of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Company Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, as approved by a Majority Director Vote, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date time that any Person becomes an Acquiring Person, or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .005 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors pursuant to this Section 23(a) may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion discretion, may establishestablish (as approved by a Majority Director Vote). (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction pursuant to paragraph (a) of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof 11(r) hereof, and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A The Board, by majority of the Board of Directors then in office vote, may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Distribution Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as appropriately adjusted to reflect any stock split, stock dividend dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking of such action ordering the redemption of a majority all of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption PricePrice (without the payment of any interest thereon). The Company shall promptly give public disclosure may, at its option, pay the Redemption Price in cash, shares of any such Common Stock (based on the Current Market Price of the Common Stock at the time of redemption; provided, however, that the failure to give, ) or any defect in, any such disclosure shall not affect other form of consideration deemed appropriate by the validity of such redemptionBoard. Within 10 days after the such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will shall be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Distribution Date or and (ii) the Close of Business on the Final Expiration Date, elect to redeem all order the redemption of all, but not less fewer than all of all, the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price (the date hereof (of such redemption price being hereinafter referred the “Redemption Date”), and the Company, at its option, may pay the Redemption Price either in cash or Common Shares or other securities of the Company deemed by the Board, in the exercise of its sole discretion, to as be at least equivalent in value to the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority the Board ordering the redemption of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the noticeShares and Class B Common Shares. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (c) . The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of 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, acquire or purchase for value any Rights at any time in any manner other than that except as specifically set forth in this Section 23 or in Section 24 hereof and other than 11(b) or in connection with the purchase of Common Stock Shares or Class B Common Shares prior to the Distribution Date.

Redemption and Termination. (a) A majority of Subject to Section 28, the Board of Directors then in office Company may, at its option, by action of a majority of the Company's Board of Directors, at any time prior to the earlier of (i) the Close of Business on the tenth Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then then-outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any spin-off or other similar transaction or any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, by action of a majority of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Company's Board of Directors then in office electing to redeem ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of a majority of the Company's Board of Directors ordering the redemption of the Rights, the Company shall give prompt written notice of such redemption to the Rights Agent and to the holders of the then then-outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Company Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to 5:00 P.M., New York City time, on the earlier of (i) the Close of Business on the Stock Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such the redemption price being hereinafter referred to as the "Redemption Price"). The Notwithstanding anything in this Agreement to the contrary, no Rights may be exercised at any time that the Rights are subject to redemption in accordance with the terms of this Agreement, and no redemption of the Rights by the Board of Directors may shall be made effective at such permitted after 5:00 P.M., New York City time, on such basis and with such conditions as the Board earlier of Directors in its sole discretion may establish(i) the Stock Acquisition Date, or (ii) the Expiration Date. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 calendar days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such the notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, or prior to the Distribution Separation Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (c) . 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, acquire or purchase for value any Rights at any time time, in any manner manner, other than that specifically set forth in this Section 23 23, and neither the Company nor any of its Affiliates or Section 24 hereof and 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 Distribution Separation Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) time a Person becomes an Acquiring Person, cause the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .005 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Effective Time (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the effectiveness of the action of a majority of the Board of Directors then in office electing to redeem of the RightsCompany ordering the redemption of the Rights (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure Promptly after the effectiveness of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the registered holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent Company for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office The Company may, at its option, upon approval by the Board of Directors, at any time on or prior to the Close of Business on the earlier of (i) the Close of Business on the Stock Acquisition Distribution Date or (ii) the Close of Business on the Final Expiration Date, elect to Date (or such later date as may be determined by its Board of Directors) redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "“REDEMPTION PRICE”), and the Company may, at its option, pay the Redemption Price"Price either in cash, shares of Common Stock of the Company (based on the Current Per Share Market Price thereof at the time of redemption), or any other form of consideration deemed appropriate by its Board of Directors. The redemption of the Rights by the Board of Directors of the Company may be made effective at such time, time on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). (b) Immediately upon the action of a majority effectiveness of the Board redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have establishedpursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; providedPROVIDED, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 calendar days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or in Section 24 hereof 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 Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its optionoption and in its sole discretion, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or such time as any Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall promptly (i) give notice of such redemption to the Rights Agent and (ii) give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity notice of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth . Notwithstanding anything in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Datecontrary, failure to give any notice contemplated by this subsection (b) or any defect in such notice or the giving of such notice shall not affect the validity of any redemption under this Section 23.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of business on the tenth Business on Day following the Stock Acquisition Date or (ii) the Close close of Business business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.0025 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or such time as a Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to redeem all order the redemption of all, but not less fewer than all of all, the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price (the date hereof (of such redemption price being hereinafter referred to as the "Redemption PriceDate"), and the Company, at its option, may pay the Redemption Price either in cash or Common Shares or other securities of the Company deemed by the Board of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem ordering the Rights, evidence redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the (or at such later time or satisfaction of such conditions as the Board of Directors may have establishedestablish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Business Days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give written notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the noticeShares. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (c) . The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of 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, acquire or purchase for value any Rights at any time in any manner other than that except as specifically set forth in this Section 23 or in Section 24 hereof and other than 11(b) or in connection with the purchase of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemptionredemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the legality or validity of such redemption. Within 10 ten days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Amounts payable shall be rounded down to the nearest one cent. (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 or in Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office 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 following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company authorizing the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering authorizing the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, option at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Datetime, elect act to redeem all but not less than all of the then outstanding Rights at the Redemption Price at any time prior to the Final Expiration Date. Such a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Corporation shall promptly file a certificate with the Rights Agent setting forth the Board action, including the relevant terms and conditions, effecting the redemption. (b) In any redemption pursuant to this Section 23, the Corporation may, at its option, pay the Redemption Price in Common Shares (based on the Current Market Price of a Common Share at the time of redemption and subject to Section 14), cash or other consideration deemed appropriate by the Board; provided that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. (c) Immediately upon the date for redemption and satisfaction of other conditions, if any, set forth (or determined in the manner specified) in the action of a majority of the Board effecting the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have establishedpursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the applicable Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that Price for the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemptionRights held. Within 10 ten days after the action of the Board of Directors ordering the redemption of the Rightssuch effective date for redemption, the Company Corporation shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common StockShares. Any notice which is so mailed in the manner herein provided to a holder shall be deemed given, whether or not the holder receives the such notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price Notice will be made. (c) effected. Neither the Company Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that (i) the manner specifically set forth in this Section 23 23, or Section 24 hereof and other than (ii) in connection with the purchase of Common Stock Shares prior to the Distribution Date. (d) The Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) making a public announcement or other disclosure of the manner of redemption of the rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Prices to the registered holders of the Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Shares, and upon such action, all outstanding Rights and Rights Certificates shall terminate and be null and void without any further action by the Corporation or the Rights Agent.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date time any Person becomes an Acquiring Person or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof February 3, 1998 (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption , such Redemption Price to be payable in cash, shares of Common Stock (based on the "current per share market price," as defined in Section 11(d) hereof, of the Rights Common Stock at the time of redemption) or such other form of consideration as may be deemed appropriate by the Board of Directors may be made effective at such timeof the Company; provided, on such basis and with such conditions as however, if the Board of Directors of the Company authorizes the redemption of the Rights for the purpose of facilitating a Transaction with a Transaction Person, then there must be Continuing Directors then in its sole discretion may establish.office and such authorization shall require the concurrence of a majority of such Continuing Directors (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction in accordance with paragraph (a) of such conditions as the Board of Directors may have established, this Section 23 and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 ten calendar days after the such action of the Board of Directors ordering the redemption of the RightsRights in accordance with paragraph (a) of this Section 23, the Company shall give mail a notice of such redemption to the Rights Agent and to the all holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 a manner other than that specifically set forth in this Section 23 or in Section 24 hereof and hereof, other than in connection with the purchase of shares of Common Stock prior to the Distribution Date. 6. Section 24 of the Rights Agreement entitled "Exchange" is hereby amended as follows:

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend declared or paid on the Common Stock in shares of Common Stock or any subdivision or combination of the outstanding shares of Common Stock or similar transaction event occurring after the date hereof of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such redeemed only until the earliest to occur of (i) 5:00 P.M., Boston, Massachusetts time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishtenth Business Day after the Stock Acquisition Date, or (ii) the Final Expiration Date. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than or in connection with the purchase of shares of Common Stock prior to the Distribution Date. (c) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Fair Market Value of the Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Distribution Date or and (ii) the Close of Business on the Final Expiration Date, elect to redeem all order the redemption of all, but not less fewer than all of all, the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Redemption Price (the date hereof (of such redemption price being hereinafter referred the “Redemption Date”), and the Company, at its option, may pay the Redemption Price either in cash or Common Shares or other securities of the Company deemed by the Board, in the exercise of its sole discretion, to as be at least equivalent in value to the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority the Board ordering the redemption of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the (or at such later time or satisfaction of such conditions as the Board may establish for the effectiveness of Directors may have establishedsuch redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the noticeShares. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (c) . The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any defect in the notice, to any particular holder of 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, acquire or purchase for value any Rights at any time in any manner other than that except as specifically set forth in this Section 23 or in Section 24 hereof and other than 11(b) or in connection with the purchase of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) A majority The Board of the Board of Directors then in office Company may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board ordering the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (ci) Neither the Company nor any of The Board may, at its Affiliates or Associates may redeemoption, acquire or purchase for value any Rights at any time in after any manner Person becomes an Acquiring Person or the Board determines that any Person has become an Adverse Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than that specifically set forth in the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding. (ii) Immediately upon the action of the Board ordering the exchange of any Rights pursuant to paragraph (c)(i) of this Section 23 or Section 24 hereof and other than in connection with without any further action and without any notice, the purchase right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (iii) In any exchange pursuant to this Section 23(c), the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for rights, at the initial rate of one two-hundredths of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the Company's Restated Certificate of Incorporation, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (iv) In the event that there shall not be sufficient Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 23(c), the Company shall take all such action as may be necessary to authorize additional Common Stock for issuance upon exchange of the Rights. (v) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (v) of Section 23(c), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the Distribution Datedate of exchange pursuant to this Section 23(c).

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at within its optionsole discretion, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or such time as any Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as appropriately adjusted to reflect any stock split, reverse stock dividend split, stock dividend, or similar transaction occurring after the date hereof (such redemption price price, as adjusted, being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors pursuant to this paragraph (a) may be made effective at such time, on such basis 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 (and/or half (1/2) shares) of Common Stock (based on the current market price (determined pursuant to Section 11(d) hereof) of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing ordering the redemption of Rights pursuant to redeem the Rights, evidence paragraph (a) of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right held. The Company shall promptly give (i) written notice to the Rights Agent of any such redemption and (ii) public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire acquire, or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof and 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 Incorporation prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Datetime at which any Person becomes an Acquiring Person, elect to redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors may be made effective at such time, and on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. (b) . Immediately upon the taking of such action ordering the redemption of a majority all of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption PricePrice (without the payment of any interest thereon). The Company shall promptly give public disclosure may, at its option, pay the Redemption Price in cash, shares of any such Common Stock (based on the Current Market Price of the Common Stock at the time of redemption; provided, however, that the failure to give, ) or any defect in, any such disclosure shall not affect other form of consideration deemed appropriate by the validity of such redemptionBoard. Within 10 ten days after the such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock; provided, that, failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will shall be made. (c) Neither . If legal or contractual restrictions prevent the Company nor any from paying the Redemption Price (in the form deemed appropriate by the Board) at the time of its Affiliates or Associates may redeemredemption, acquire or purchase for value any Rights at any the Company will pay the Redemption Price, without interest, promptly after such time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with as the purchase of Common Stock prior Company ceases to be so prevented from paying the Distribution DateRedemption Price.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date has already occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board ordering the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed by the Company with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made." (c) Neither 8. Section 26 of the Company nor any Rights Agreement is hereby amended by deleting the name and address 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 Section 24 hereof CMSS therein and other than in connection replacing it with the purchase of Common following: "American Stock prior Transfer & Trust Company 59 Maiden Lane New York, NY 10038 ▇▇▇▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇". ▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇e Rights Agreement is hereby ame▇▇▇▇ ▇▇ its entirety to the Distribution Date.read as follows:

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close occurrence of Business on the Stock Acquisition Date a Section 11(a)(ii) Event or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Company’s Board of Directors then in office electing to redeem ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give written notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof 24, and other than in connection with the purchase of Common Stock prior to before the Distribution Date.

Redemption and Termination. (a) A Subject to Section 28, the Company may, at its option, by action of a majority of the Board of Directors then in office may, at its optionDirectors, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, 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, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of a majority of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Company Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemptionredemption (with prompt notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.Any

Redemption and Termination. (a) A majority of the Board of Directors then in office 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 Business Day following the] Stock Acquisition Date or (ii) the Close close of Business business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office The Company may, at its option, upon action by the board of directors, at any time on or prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or time a Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the Current Per Share Market Price thereof at the time of redemption), or any other form of consideration deemed appropriate by its board of directors. The redemption of the Rights upon action by the Board board of Directors directors of the Company may be made effective at such time, on such basis and with such conditions as the Board board of Directors directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors of the Company). (b) Immediately upon the action of a majority effectiveness of the Board redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have establishedpursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which that is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or in Section 24 hereof 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 Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights may be redeemed by action of the board of directors pursuant to Section 23(a).

Redemption and Termination. (a) A majority of the Board of Directors then in office The Company may, at its option, upon action by the board of directors at any time on or prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or time a Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the Current Per Share Market Price thereof at the time of redemption), or any other form of consideration deemed appropriate by its board of directors. The redemption of the Rights upon action by the Board board of Directors directors of the Company may be made effective at such time, on such basis and with such conditions as the Board board of Directors directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors of the Company). (b) Immediately upon the action of a majority effectiveness of the Board redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have establishedpursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which that is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or in Section 24 hereof 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 Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights may be redeemed by action of the board of directors pursuant to Section 23(a).

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of business on the tenth Business on Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board ordering the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither Notwithstanding the Company nor any provisions of its Affiliates Section 23(a) hereof, in the event that a majority of the Board is elected by stockholder action by written consent, or Associates may redeem, acquire or purchase for value any Rights is comprised of persons elected at any time a meeting of stockholders who were not nominated by the Board in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the Distribution Dateeffectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person.

Redemption and Termination. (a) A Subject to Section 28, the Company may, at its option, by action of a majority of the Board of Directors then in office may, at its optionof the Company, at any time prior to the earlier of (i) the Close of Business on the tenth Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 US$0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, share consolidation or subdivision, bonus issue, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"), and the Company may, at its option, by action of a majority of the Board of Directors of the Company, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, 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 of the Company in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of a majority of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books register of members of the Transfer Agent transfer agent for the Company Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office 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 following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption ; and the Company may, at its option, pay the Redemption Price either in cash or securities or both having a current market price, as of the Rights a date determined by the Board of Directors may be made effective at such timeDirectors, on such basis and with such conditions as the Board of Directors in its sole discretion may establish$.001. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office The Company may, at its option, upon approval by the Board of Directors, at any time on or prior to the Close of Business (or such later date as may be determined by the Board of Directors) on the earlier of (i) the Close of Business on the Stock Shares Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to Date redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the 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 deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction pursuant to paragraph (a) of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or in Section 24 hereof 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 Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at within its optionsole discretion, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or such time as any Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to redeem all all, but not less than all all, of the then outstanding Rights at a redemption price of $0.01 0.0001 per Right, as rounded up to the nearest whole cent, appropriately adjusted to reflect any stock split, reverse stock dividend split, stock dividend, or similar transaction occurring after the date hereof (such redemption price price, as adjusted, being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors pursuant to this paragraph (a) may be made effective at such time, on such basis 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 (determined pursuant to Section 11(d) hereof) of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing ordering the redemption of Rights pursuant to redeem the Rights, evidence paragraph (a) of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right held. The Company shall promptly give (i) written notice to the Rights Agent of any such redemption and (ii) public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire acquire, or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof and 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 Incorporation prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its optionoption and in its sole discretion, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or such time as any Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to direct the Company to, and, if directed by the Board of Directors, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors pursuant to this paragraph (a) may be made effective effective at such time, on such basis 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 deemed appropriate by the Board of Directors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing ordering the redemption of the Rights pursuant to redeem the Rightsparagraph (a) of this Section 23, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Promptly after the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, the Company shall promptly (i) give public disclosure notice of any such redemption; provided, however, that redemption (with prompt written notice thereof to the failure to give, or any defect in, any such disclosure shall not affect the validity Rights Agent) and (ii) give public notice of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stockin accordance with Paragraph 26 hereof. Any notice which is mailed given in the manner herein provided 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. (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 . Notwithstanding anything in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Datecontrary, failure to give any notice contemplated by this subsection (b) or any defect in such notice or the giving of such notice shall not affect the validity of any redemption under this Section 23.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, by action of a majority of the whole Board of Directors at any time prior to the earlier of (i) time a Person becomes an Acquiring Person, cause the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the effectiveness of the action of a majority of the Board of Directors then in office electing to redeem of the RightsCompany ordering the redemption of the Rights (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure Promptly after the effectiveness of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the registered holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent Company for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date Distribution Date, or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price in securities, cash or other assets. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired (as such time period may be extended pursuant to this Agreement). The redemption Company may, at its option, pay the Redemption Price in cash shares of Common Stock (based on the "Current Market Price" of the Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close close of business on the tenth Business on Day following the Stock Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to 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 $0.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company's right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of Subject to Section 28, the Board of Directors then in office 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 Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date (such date, the “Redemption Date”), elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, by action of the Company’s Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Company’s Board of Directors then in office electing to redeem ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Company’s Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to 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 StockRights. Any notice which that is mailed given in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close close of business on the tenth Business on Day following the Stock Acquisition Date (or such later date as the Board may determine) or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .0l per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A The Board, by majority of the Board of Directors then in office vote, may, at its option, at any time prior to the earlier of (ia) the Distribution Date or (b) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the taking of such action ordering the redemption of a majority all of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption PricePrice (without the payment of any interest thereon). The Company shall promptly give public disclosure may, at its option, pay the Redemption Price in cash, shares of any such Common Stock (based on the Current Market Price of the Common Stock at the time of redemption; provided, however, that the failure to give, ) or any defect in, any such disclosure shall not affect other form of consideration deemed appropriate by the validity of such redemptionBoard. Within 10 days after the such action of the Board of Directors ordering the redemption of all of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will shall be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business date on the Stock Acquisition Date which a Section 11(a)(ii) Event occurs or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as appropriately such amount shall be appropri- ately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption ; and the Company may, at its option, pay the Redemption Price either in cash or securities or both having a current market price, as of the Rights a date determined by the Board of Directors may be made effective at such timeDirectors, on such basis and with such conditions as the Board of Directors in its sole discretion may establish$.001. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office The Company may, at its option, upon approval by the Board of Directors, at any time on or prior to the close of business (or such later date as may be determined by the Board of Directors) on the earlier of (i) the Close of Business on the Stock Shares Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to Date redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the 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 deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction pursuant to paragraph (a) of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or in Section 24 hereof 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 Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) A majority of the The Board of Directors then in office 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 following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption ) and ---------------- the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash. Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board first occurrence of Directors may be made effective at a Section 11(a)(ii) Event until such time, on such basis and with such conditions time as the Board Company's right of Directors in its sole discretion may establishredemption hereunder has expired. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common StockShares. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither In deciding whether or not to exercise the Company's right of redemption hereunder, the directors of the Company nor any shall act in good faith, in a manner they reasonably believe to be in the best interests of its Affiliates or Associates may redeemthe Company and with such care, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof including reasonable inquiry, skill and other than in connection with the purchase diligence, as a Person of Common Stock prior to the Distribution Dateordinary prudence would use under similar circumstances.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of business on the tenth Business on Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date) or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board directing the Company to make the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all each such holders holder at their such holder's last addresses address as they appear it appears upon the registry books of the Rights Agent Agent, or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of Subject to Section 28, the Board of Directors then in office 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 day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The Any such redemption of the Rights by the Board of Directors may be made effective immediately or at a later time determined in such time, on such basis manner and with subject to fulfillment of such conditions as the Board of Directors in its sole discretion may establishestablish (the effective time of redemption being referred to as the "Redemption Effectiveness Time"). The Company may, at its option, by action of the Company's Board of Directors, pay the Redemption Price either in shares of Company Common Stock (based on the current market price, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. (b) Immediately upon At the action of a majority of the Board of Directors then in office electing to redeem the RightsRedemption Effectiveness Time, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the RightsRedemption Effectiveness Time, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Company Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time 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 Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its optionoption and in its sole discretion, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or such time as any Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to direct the Company to, and, if directed by the Board of Directors, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors pursuant to this paragraph (a) may be made effective at such time, on such basis 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 deemed appropriate by the Board of Directors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing ordering the redemption of the Rights pursuant to redeem the Rightsparagraph (a) of this Section 23, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Promptly after the action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23, the Company shall promptly (i) give public disclosure notice of any such redemption; provided, however, that redemption (with prompt written notice thereof to the failure to give, or any defect in, any such disclosure shall not affect the validity Rights Agent) and (ii) give public notice of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stockin accordance with Paragraph 26 hereof. Any notice which is mailed given in the manner herein provided 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. (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 . Notwithstanding anything in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Datecontrary, failure to give any notice contemplated by this subsection (b) or any defect in such notice or the giving of such notice shall not affect the validity of any redemption under this Section 23.

Redemption and Termination. (a) A Subject to Section 28, the Company may, at its option, by action of a majority of the Board of Directors then in office may, at its optionDirectors, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, 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, determined in accordance with Section 11(d), of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, the redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of a majority of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Company Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office 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 following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company authorizing the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering authorizing the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Corporation may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time before the earlier of (x) the time that any Person becomes an Acquiring Person, or (y) the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price," as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. The redemption of the Rights by the Board of Directors may be made effective at as such time, on such basis and with such conditions as the Board of Directors directors in its sole discretion may establish. (b) Immediately upon the action of date for redemption set forth (or determined in the manner specified in) in a majority resolution of the Board of Directors then in office electing to redeem of the Corporation ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company Corporation shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 ten (10) days after the action such date for redemption set forth in a resolution of the Board of Directors ordering the redemption of the Rights, the Company Corporation shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to before the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common StockShares. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to Shares before the Distribution Date. (c) The Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the Rights in accordance with this Agreement and (ii) mailing payment of the Redemption Price to the registered holders of the Rights at their last addresses as they appear on the registry books of the Rights Agent or, before the Distribution Date, on the registry books of the Transfer Agent of the Common Shares, and upon such action, all outstanding Rights and Right Certificates shall be null and void without any further action by the Corporation.

Redemption and Termination. (a) A majority of the Board of Directors then in office The Company may, at its option, upon approval by the Board of Directors, at any time on or prior to the Close of Business (or such later date as may be determined by the Board of Directors) on the earlier of (i) the Close of Business on tenth day after the Stock Shares Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to Date redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the 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 deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction pursuant to paragraph (a) of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or in Section 24 hereof 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 Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights are redeemable hereunder.

Redemption and Termination. (a) A majority The Company may, at its option and with the approval of the Board of Directors then in office may, at its optionof the Company, at any time prior to the Close of Business on the earlier of (i) the Close of Business on the Stock Shares Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption) or cash. The Such redemption of the Rights by the Board of Directors Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. The date on which the Board of Directors of the Company elects to make the redemption effective shall be referred to as the "Redemption Date". (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, 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 holder of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure notice of any such redemption; , provided, however, that the failure to give, give or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or in Section 24 hereof 24, and other than in connection with the purchase or acquisition of shares of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) or (ii) the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board directing the Company to make the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all each such holders holder at their such holder's last addresses address as they appear it appears upon the registry books of the Rights Agent Agent, or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the Stock Acquisition Date or (ii) the Close close of Business business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, 27 32 any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration a Flip-in Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as appropriately adjusted to reflect any stock split, stock dividend dividend, recapitalization or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"). The Company may, at its option, pay the Redemption Price in shares of Common Stock (based on current Market Price at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with subject to such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the (or at such later time or satisfaction of such conditions as the Board of Directors may have establishedestablish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the The Company shall give promptly give, or cause the Rights Agent to give, notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution DateSeparation Time, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically as set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Dateherein.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Datesuch time as any Person becomes an Acquiring Person, elect to redeem all but not less than all of the then outstanding Circuit City Rights and CarMax Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "Current Market Price," as defined in Section 11(d)(i) hereof, of the Common Shares as of a date determined by the Board) or cash. 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 its sole discretion discretion, may establish. (b) Immediately upon the action of a majority of the Board of Directors then of the Company ordering the redemption of the Rights (such action being adopted in office electing to redeem the Rightsmanner required by paragraph (a) above), evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then 58 CORP 62338.7 outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common StockShares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time anytime in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof hereof, and other than in connection with the purchase of Common Stock prior to Shares before the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend declared or paid on the Common Stock in shares of Common Stock or any subdivision or combination of the outstanding shares of Common Stock or similar transaction event occurring after the date hereof of this Agreement (such redemption price price, as adjusted from time to time, being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such redeemed only until the earliest to occur of (i) 5:00 P.M., Boston, Massachusetts time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishtenth Business Day after the Stock Acquisition Date or (ii) the Final Expiration Date. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than or in connection with the purchase of shares of Common Stock prior to the Distribution Date. (c) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Fair Market Value of the Common Stock as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) A majority of the Board of Directors then in office 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 following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board authorizing the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering authorizing the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither Notwithstanding anything contained in this Agreement to the contrary, all the Rights outstanding at the close of business on the 30th day after the Company's 2008 annual meeting of stockholders shall automatically be redeemed at the Redemption Price, without any further action being taken by the Board, unless continuation of this Agreement is approved by the stockholders of the Company nor at that meeting. As promptly as practicable following any such redemption, the Company shall make arrangements to mail a notice of its Affiliates or Associates may redeemredemption to, acquire or purchase and to make appropriate payments with respect to Rights held by, holders of record of Rights as of the close of business on such redemption date. On such redemption date, and without further action and without any notice, the right thereafter of the holders of Rights shall be to receive the Redemption Price for value any each Right so held. The notice of redemption shall be mailed to the holder's last address as it appears on the registry books of the Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent of the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The notice of redemption shall state the method by which the payment of the Redemption Price shall be made, unless the notice is mailed together with such payment.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (ix) the Close of Business on the Stock Acquisition Date time that any person becomes an Acquiring Person, or (iiy) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .00125 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, in such form, on such basis basis, and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 ten days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing by first class mail such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time or in any manner other than that specifically set forth in this Section 23 or and Section 24 hereof hereof, and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, by action of a majority of the whole Board of Directors, at any time prior to the earlier of (i) time a Person becomes an Acquiring Person, cause the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect Company to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the effectiveness of the action of a majority of the Board of Directors then in office electing to redeem of the RightsCompany ordering the redemption of the Rights (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time), evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure Promptly after the effectiveness of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the registered holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent Company for the Common Stock. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office The Company may, at its option, upon action by the board of directors, at any time on or prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or time a Person becomes an Acquiring Person and (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the Current Per Share Market Price thereof at the time of redemption), or any other form of consideration deemed appropriate by its board of directors. The redemption of the Rights upon action by the Board board of Directors directors of the Company may be made effective at such time, on such basis and with such conditions as the Board board of Directors directors of the Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors of the Company). (b) Immediately upon the action of a majority effectiveness of the Board redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have establishedpursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the action effectiveness of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which that is mailed in the such manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or in Section 24 hereof 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 Rights shall not be exercisable pursuant to Section 7(a) at any time when the Rights may be redeemed by action of the board of directors pursuant to Section 23(a).

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.005 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, by Action of the Board of Directors, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishestablish by Action of the Board of Directors. (b) Immediately upon the action of a majority Action of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any -------- ------- defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board ordering the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the Stock Acquisition Date or (ii) the Close close of Business business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(b) Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exer-cisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board ordering the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither Notwithstanding the Company nor any provisions of its Affiliates Section 23(a) hereof, in the event that a majority of the Board is elected by stockholder action by written consent, or Associates may redeem, acquire or purchase for value any Rights is comprised of persons elected at any time a meeting of stockholders who were not nominated by the Board in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock office immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the Distribution Dateeffectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemptionredemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the legality or validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time 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 Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the Stock Acquisition Date or (ii) the Close close of Business business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or 23, Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close close of business on the 10th Business on Day following the Stock Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to 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 $0.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such record holders at their each holder’s last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close close of Business business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date has already occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishBoard. (b) Immediately upon the action of a majority of the Board ordering the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed by the Company with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made." (c) Neither 8. Section 26 of the Company nor any Rights Agreement is hereby amended by deleting the name and address 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 Section 24 hereof CMSS therein and other than in connection replacing it with the purchase following: "American Stock Transfer & Trust Company 59 Maiden Lane New York, NY 10038 ▇▇▇▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇". ▇. Section 27 of Common Stock prior the Rights Agreement is here▇▇ ▇▇▇▇ded in its entirety to the Distribution Date.read as follows:

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), at any time prior to the earlier of (x) the time that any Person becomes an Acquiring Person, or (y) the Final Expiration Date. The Corporation may, at its option, pay the Redemption Price either in Common Shares (based on the "current per share market price," as defined in Section 11(d) hereof, of the Common Shares at the time of redemption) or cash; provided that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Rights, evidence Company ordering the redemption of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction pursuant to paragraph (a) of such conditions as the Board of Directors may have establishedthis Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company Corporation shall promptly give public disclosure notice of any such redemptionredemption to the Rights Agent and the holders of Rights in the manner set forth in Section 26; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock Shares prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close close of business on the tenth Business on Day following the Stock Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to 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 $0.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The redemption 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 Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price, as defined in Section 11(d), of the Rights Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors may be made effective at such time, on such basis and with such conditions as of the Board of Directors in its sole discretion may establishCompany. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption PricePrice for each Right so held. The Company shall promptly give public disclosure notice of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure notice shall not affect the validity of such redemption. Within 10 ten days after the such action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for transfer agent of the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (c) . Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.that

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to before the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or such later date as the Board of Directors of the Company may determine) or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter is referred to in this Agreement as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption under this Agreement has expired. The redemption 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), of the Rights shares of Common Stock at the time of redemption), cash, or any form of consideration deemed appropriate by the Company's Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishDirectors. (b) Immediately upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, Agent and without any further action and without any or notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemption. Within 10 days Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to before the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which that is mailed in the manner herein provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office of the Company may, at its option, at any time prior to the earlier of (i) the Close of Business on tenth day following the Stock Acquisition Date Date, or (ii) the Close of Business on the Final Expiration Date, elect to redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“REDEMPTION PRICE”); and the Company may, at its option, by action of a majority of the Whole Board, pay the Redemption Price")Price either in shares of Company Common Stock, of the shares of Company Common Stock at the time of redemption) or cash. The Subject to the foregoing, 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 Whole Board of Directors in its sole discretion may establish. Notwithstanding anything in this Agreement to the contrary, no Rights may be exercised at any time that the Rights are subject to redemption in accordance with the terms of this Agreement. (b) Immediately Promptly upon the action of a majority of the Board of Directors then in office electing to redeem of the Company ordering the redemption of the Rights, evidence of which shall be promptly have been filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have established, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemptionPrice for each Right as held. Within 10 days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, or prior to the Distribution Separation Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. In any case, failure to give such notice to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. (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 or Section 24 hereof and other than in connection with the purchase of Common Stock prior to the Distribution Date.

Redemption and Termination. (a) A majority of the The Board of Directors then in office may, at its option, option at any time prior to the earlier of (i) the Close of Business on the Stock Acquisition Date or (ii) the Close of Business on the Final Expiration Datetime, elect act to redeem all but not less than all of the then outstanding Rights at the Redemption Price at any time prior to the Final Expiration Date. Such a redemption price of $0.01 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Corporation shall promptly file a certificate with the Rights Agent setting forth the Board action, including the relevant terms and conditions, effecting the redemption. (b) In any redemption pursuant to this Section 23, the Corporation may, at its option, pay the Redemption Price in Common Shares (based on the Current Market Price of a Common Share at the time of redemption and subject to Section 14), cash or other consideration deemed appropriate by the Board; provided that if the Corporation elects to pay the Redemption Price in Common Shares, the Corporation shall not be required to issue any fractional Common Shares and the number of Common Shares issuable to each holder of Rights shall be rounded down to the next whole share. (c) Immediately upon the date for redemption and satisfaction of other conditions, if any, set forth (or determined in the manner specified) in the action of a majority of the Board effecting the redemption of Directors then in office electing to redeem the Rights, evidence of which shall be promptly filed with the Rights Agent, or, when appropriate, immediately upon the time or satisfaction of such conditions as the Board of Directors may have establishedpursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will shall terminate and the only right thereafter of the holders of Rights shall be to receive the applicable Redemption Price. The Company shall promptly give public disclosure of any such redemption; provided, however, that Price for the failure to give, or any defect in, any such disclosure shall not affect the validity of such redemptionRights held. Within 10 ten days after the action of the Board of Directors ordering the redemption of the Rightssuch effective date for redemption, the Company Corporation shall give mail a notice of such redemption to the Rights Agent and to all the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent transfer agent for the Common StockShares. Any notice which is so mailed in the manner herein provided to a holder shall be deemed given, whether or not the holder receives the such notice. Each such notice of redemption will shall state the method by which the payment of the Redemption Price Notice will be made. (c) effected. Neither the Company Corporation nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that (i) the manner specifically set forth in this Section 23 23, or Section 24 hereof and other than (ii) in connection with the purchase of Common Stock Shares prior to the Distribution Date. (d) The Corporation may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release announcing the manner of redemption of the rights in accordance with this Agreement, and (ii) mailing payment of the Redemption Prices to the registered holders of the Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent of the Common Shares, and upon such action, all outstanding Rights and Rights Certificates shall terminate and be null and void without any further action by the Corporation or the Rights Agent.