Common use of Supplements and Amendments Clause in Contracts

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its board of directors. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its board of directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27Section, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if directed by the Company so directsCompany, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (other than Rights that have become null and void pursuant to Section 7(e) hereofPreferred Shares) as such or cause this Agreement contemplated hereby and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes ensure that an Acquiring Person amend this Agreement does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to make adversely affect the provisions interests of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions holders of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that materially and adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27(a) At any time prior to the Trigger Date, the Company, by action a majority of the Board, may from time to time and in its sole and absolute discretionBoard of Directors of the Company may, and the Rights Agent shall shall, if the Company so directsdirected, supplement or amend any provision of this Agreement (including, without limitation, (i) the Beneficial Ownership percent as set forth in Section 1 at which a Person becomes an Acquiring Person, (ii) the definition of Exempt Person as set forth in Section 1 to include any respect Person in addition to the Persons described therein, and (iii) to the extent permitted by applicable law, the number, designation, preferences and rights of shares of the Preferred Stock as set forth in Exhibit A) without the approval of any holders of Rights. (b) Except as otherwise provided in Section 26(c): (1) The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, in order the right and power to (ai) cure any ambiguity contained hereininterpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights, (b) correct to exchange or not exchange the Rights for Common Stock, or to amend or supplement this Agreement). (2) All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (y) not subject the Board of Directors of the Company to any provision contained herein that may be defective or inconsistent with any other provisions contained herein, liability to the holders of the Rights. (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from From and after such time as any Person becomes an Acquiring Person, the Trigger Date: (1) No amendment or other change shall be made in this Agreement shall not be supplemented or amended the terms of the Rights (including the number, designation, preferences and rights of shares of the Preferred Stock as set forth in any manner that Exhibit A) which would have an effect prohibited by Section 11(j) or Section 13(f) or which would otherwise adversely affect the interests of the holders of Rights Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter any other Person in whose hands the terms Rights are void under the provisions of Section 7(e)). Notwithstanding the foregoing, a majority of the Board of Directors may, and conditions of the Rights Agent shall, if so directed, amend this Agreement as they may apply with respect prior to any such transaction. Upon the delivery Trigger Date effective upon the Trigger Date. (2) The Board of a certificate from an authorized officer Directors of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated entitled to enter into any exercise the powers specified in Section 26(b) after the Trigger Date unless the Board of Directors can establish by clear and convincing evidence that its action satisfies the requirement in Section 26(c)(1). (d) Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this Agreement. Prior to Agreement will be effective against the Distribution Date, Rights Agent without the interests execution of such supplement or amendment by the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the provisions of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretiondiscretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including but not limited to the Final Expiration Date) without the approval of any holders of Rights or Common Shares. From and after the Distribution Date and subject to the provisions of this Section 27, the Company may, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement desirable which shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Right Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become interest an Acquiring Person or to otherwise alter an Affiliate or Associate of an Acquiring Person has other than as a holder of Rights). In addition, the terms Company may and conditions of the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Common Shares following the occurrence of the Distribution Date but prior to a Section 13 Event either (x) in connection with any event specified in clauses (x), (y) and (z) of Section 13(a) in which all holders of Common Shares are treated alike and not involving (other than as they may apply a holder of Common Shares being treated like all other such holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person, or any other Person acting directly or indirectly on behalf of or in association with respect to any such transactionAcquiring Person, Affiliate or Associate, or (y) following the occurrence of a Shares Acquisition Date if and for as long as the Acquiring Person is not thereafter the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding, and at the time of such amendment or supplement there is no other Person who is an Acquiring Person. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, (a) This Agreement may be amended from time to time and in its sole and absolute discretionby the parties hereto, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval consent of any holders of RightsSecurityholder, including, without limitation, in order (i) to (a) cure any ambiguity contained hereinor mistake, (b) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinprovision herein or in the Prospectus, (cii) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement for the purpose of adding any provisions hereunder to or changing in any manner or eliminating any of the provisions of this Agreement and (iii) to add (as described in Section 3.04(e)) provisions necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the Company may deem necessary or desirablerecharacterization of any of the Notes as equity; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would amendment (A) may materially adversely affect the interests of any Noteholders and (B) will be permitted unless an Opinion of Counsel is delivered to the holders of Rights Owner Trustee to the effect that such amendment will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or (2) the Notes to be characterized other than Rights that as indebtedness for United States federal income tax purposes. (b) This Agreement may be amended from time to time by the Depositor and the Owner Trustee with prior written notice to the Rating Agencies and with the consent of the Holders of Notes evidencing not less than 66⅔% of the Note Balance or, if the Notes have become null and void pursuant to Section 7(e) hereof) as such been paid in full, the Majority Certificateholders, for the purpose of adding any provisions to, or cause changing in any manner or eliminating any of the provisions of, this Agreement or modifying in any manner the rights of the Securityholders; provided, however, that no such amendment will be permitted unless an Opinion of Counsel is delivered to become amendable the Owner Trustee to the effect that such amendment will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or (2) the Notes to be characterized other than as indebtedness for United States federal income tax purposes; and, provided further, that no such amendment may: (i) increase or reduce in accordance with any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the benefit of the Securityholders without the consent of all Securityholders adversely affected by such amendment; or (ii) reduce the percentage of the Note Balance or the percentage of the aggregate Certificate Percentage Interests the consent of the Noteholders or Certificateholders, as applicable, of which is required for any amendment to this Section 27. Any such supplement or amendment shall be evidenced by a writing executed Agreement without the consent of all the Securityholders adversely affected by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, the The Company, by action of the BoardBoard of Directors of the Company, may from time to time and time, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) to shorten or lengthen any time period hereunder, or (d) to otherwise change, amend, or supplement any provisions hereunder in or make any manner other provisions with respect to the Rights that the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Personthe Rights cease to be redeemable pursuant to Section 23, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof). For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as such it may deem necessary or cause this Agreement desirable to become amendable other than facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Acquiring Person does not obtain the benefits thereof, and amendments in accordance with this Section 27respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Any such No supplement or amendment to this Agreement shall be evidenced by a writing effective unless duly executed by the Company Rights Agent and the Company. The Rights Agent. Without limiting Agent shall duly execute and delivery any supplement or amendment hereto requested by the foregoingCompany in writing, provided that the Company has delivered to the Rights Agent a certificate signed by any one of the Chairman of the Board of Directors of the Company, by action of the BoardChief Executive Officer, may at the President, the Chief Financial Officer, any time before any Person becomes an Acquiring Person amend this Agreement to make Vice President, the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person Treasurer or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer Secretary of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Right’s Agents own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or ; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Sections 18, 19, 20, 21, or this Section 27 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not be obligated also executed by the Rights Agent. The Company shall provide within three Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares, includingany such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights or Common Shares in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any no such supplement or amendment shall be evidenced by a writing executed by the Company and cause the Rights Agentagain to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence. Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the CompanyRights and such procedures for the exercise thereof, by action if any, as the Board of Directors of the Board, Company may at any time before any Person becomes an Acquiring Person amend this Agreement determine to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionbe appropriate. Upon the delivery of a certificate from an authorized officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, (a) no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right; provided that and (b) the Rights Agent may, and shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any registered holders of the Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that that, from and after the occurrence of a Section 11(a)(ii) Event, no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the registered holders of Rights Certificates (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person or certain of their transferees) hereof) as such or shall cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory of the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior No supplement or amendment to the Distribution Date, the interests of the holders of Rights this Agreement shall be deemed coincident with effective unless duly executed by the interests of the holders of the Common SharesRights Agent.

Supplements and Amendments. Except as otherwise provided in this Section 27, The Company and the Company, by action of the Board, Rights Agent may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitationRights (i) prior to the Flip-in Date, in order any respect and (ii) on or after the Close of Business on the Flip-in Date, to (a) cure make any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable (x) that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights generally (other than the Acquiring Person or any Affiliate or Associate thereof), (y) in order to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with any other provisions herein or otherwise defective or (z) in order to satisfy any applicable law, rule or regulation, including any Trading Regulation on any applicable exchange so as to allow trading of the Company’s securities thereon. The Rights that have become null Agent will duly execute and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such deliver any supplement or amendment shall be evidenced by a writing executed hereto requested by the Company and in writing, provided, that the Company has delivered to the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of Agent a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement, provided, further, that any supplement or amendment (other than to Article IV or that affects the Rights Agent’s rights, duties, obligations or immunities under this Agreement, which supplement or amendment shall not be effective against the Rights Agent without its express written consent) shall become effective immediately as between the holders of the Rights and the Company upon execution by the Company, whether or not also executed by the Rights Agent (but shall not be binding upon the Rights Agent until it is executed by it). Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the Distribution Date and subject to the penultimate sentence of this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Company Common Stock; provided, however, that any supplement or amendment which changes the rights, duties, liabilities, and indemnification of the Rights Agent under this Agreement shall be effective only with the consent of the Rights Agent. From and after the Distribution Date and subject to the penultimate sentence of this Section 27, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors adopting this Agreement; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null Rights, and void provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) subject to Section 7(e) 31 hereof) as such or cause this Agreement , a time period relating to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and when the Rights Agentmay be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make change the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionPurchase Price hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the Board of Directors which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment that adversely affects shall be made which changes the rightsRedemption Price, dutiesthe Purchase Price, obligations the Expiration Date or immunities the number of Units of Preferred Stock for which a Right is exercisable without the approval of a majority of the Rights Agent under this AgreementBoard of Directors. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Company Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the The Company, by action of the Boardits Board of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights to (a) cure any ambiguity contained herein, (b) correct or supplement make any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent whether or not it would adversely affect the holders of Rights; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent). Without limiting the foregoing, the Company, by action of the Boardits Board of Directors, may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which or with a Person might that would or may otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, and (B) to lower the thresholds set forth in Sections 1(a) and 3(a). Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained herein to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations obligations, or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 2726, for so long as the Rights are redeemable pursuant to Section 22 hereof, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights. From and after the time at which the Rights cease to be redeemable pursuant to Section 22 hereof, includingthe Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to amend or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person or certain of their transferees), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsentence. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything herein to the contrary, the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rightsRights Agent’s own right, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Subject to the provisions of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingbut subject to the provisions of this Section 27, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented supplement or amended in any manner that would amendment adversely affect affects the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person) and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsentence. Upon the delivery of a certificate from an authorized appropriate officer of the Company and, if requested by the Right Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the Rights Agent may, but shall not be obligated to to, enter into any such supplement or amendment that which adversely affects the Rights Agent’s own rights, duties, obligations or immunities of under this Agreement and the Rights Agent under shall not be bound by supplements or amendments not executed by it. Notwithstanding anything contained in this AgreementAgreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery to the Rights Agent of a certificate from an authorized officer of the Company which Authorized Officer that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in Prior to the time at which any Person becomes an Acquiring Person, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rightsthe Rights or Common Shares. At any time, includingand subject to the penultimate sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of the Rights or Common Shares in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that that, from and after such the time as any Person becomes an Acquiring Person, this Agreement no such supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become supplementable or amendable other than in accordance with the terms of this Section 27. Any Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board may determine to be appropriate. Notwithstanding anything in this Agreement to the contrary, any supplement or amendment to this Agreement shall be evidenced by a writing executed signed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided provided, however, that the Rights Agent shall not be obligated to enter into any such supplement or amendment that does not adversely affects affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior Notwithstanding anything in this Agreement to the Distribution Datecontrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.0001 per Right. Notwithstanding anything in this Agreement to the contrary, the interests limitations on the ability of the holders of Rights Board to amend this Agreement set forth in this Section 27 shall be deemed coincident with not affect the interests power or ability of the holders of Board to take any other action that is consistent with its fiduciary duties under applicable Delaware law, including, without limitation, accelerating or extending the Common SharesExpiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights agreement with such terms as the Board determines in its sole discretion to be appropriate.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the BoardBoard of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise to change, amend, or supplement any provision or provisions hereunder hereof in any manner that which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the BoardBoard of Directors, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. All supplements and amendments to this Agreement shall be in writing and must be authorized by the Board of Directors. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided amendment provided, however, that any supplement or amendment that does not amend Section 18, Section 19, Section 20, Section 21, or this Section 27 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, The Company and the Company, by action of the Board, Rights Agent may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of RightsRights (i) prior to the Flip-in Date, includingin any respect, without limitationand (ii) from and after the Flip-in Date, to make any changes that the Company may deem necessary or desirable (x) that shall not materially adversely affect the interests of the holders of Rights generally (other than the Acquiring Person or any Affiliate or Associate thereof or certain of their transferees), (y) in order to (a) cure any ambiguity contained herein, ambiguity; or (bz) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinherein or otherwise defective, (c) shorten including, without limitation, any change in order to satisfy any applicable law, rule or lengthen regulation, including, without limitation, any time period hereunder, or (d) otherwise change, amend, or supplement Trading Regulation on any provisions hereunder in any manner that applicable exchange so as to allow trading of the Company may deem necessary or desirableCompany’s securities thereon; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented no supplement or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void amendment pursuant to Section 7(eclause (ii) hereof) as such of this sentence may cause the Rights again to become redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27sentence. Any such supplement or amendment shall authorized by this Section 5.4 will be evidenced by a writing executed signed by the Company and the Rights Agent. Without limiting The Rights Agent will duly execute and deliver any supplement or amendment hereto requested by the foregoingCompany in writing, provided that the Company, by action of Company has delivered to the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of Rights Agent a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except For as otherwise long as the Rights are then redeemable and except as provided in the penultimate sentence of this Section 2726, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directsdirects but subject to the other provisions of this Section, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of Rightsthe Rights or the Common Stock. At any time when the Rights are not then redeemable and except as provided in the penultimate sentence of this Section 26, includingthe Company may, and the Rights Agent shall if the Company so directs but subject to the other provisions of this Section, supplement or amend this Rights Agreement without limitation, the approval of any holders of Right Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Right Certificates as such (other than Rights that have become null and void any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in a Section 7(e11(a)(ii) hereofEvent or an Affiliate or Associate of such an Acquiring Person); provided, further, that this Rights Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed or this Rights Agreement amended at the sole and absolute discretion of the Company at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights as such or cause this Agreement to become amendable (other than any Acquiring Person who became such other than pursuant to a Permitted Tender Offer or has participated in accordance with this a Section 27. Any 11(a)(ii) or an Affiliate or Associate of such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionPerson). Upon the delivery of a certificate from an authorized appropriate officer of the Company and, if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the contrary, (a) no supplement or amendment shall be made which changes the Redemption Price, the Final Expiration Date or the number of shares of Common Stock for which a Right is exercisable and (b) the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Rights Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in the penultimate -------------------------- sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect -------- the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Rights Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company Redemption Price and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this AgreementRights Agreement will be effective against the Rights Agent without the written consent of the Rights Agent, which shall be evidenced by the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Right Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, PROVIDED that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this AgreementRedemption Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretiontime, and the Rights Agent shall if the Company so directsdirects in writing, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, change to or (d) otherwise change, amend, delete any provision hereof or supplement to adopt any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null an Acquiring Person and void pursuant its Affiliates and Associates and any other Person with whom such Person is Acting in Concert). For the avoidance of doubt, the Company shall be entitled to Section 7(e) hereofadopt and implement such procedures and arrangements (including with third parties) as such it may deem necessary or cause this Agreement desirable to become amendable other than facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Excluded Person does not obtain the benefits thereof, and amendments in accordance with this Section 27respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Any such supplement or amendment shall authorized by this Section 27 will be evidenced by a writing executed signed by the Company and the Rights Agent. Without limiting the foregoing, the Company, subject to certification by action any of the Board, may at officers of the Company listed in Section 20(b) that any time before any Person becomes an Acquiring Person amend such supplement or amendment complies with this Section 27. Notwithstanding anything in this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Agreement that it has reasonably determined would adversely affects the affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior No supplement or amendment to the Distribution Date, the interests of the holders of Rights this Agreement shall be deemed coincident with effective unless duly executed by the interests of the holders of the Common SharesRights Agent.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors, upon approval by a majority of the Continuing Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors, upon approval by a majority of the Continuing Directors, in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificate (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. (a) Except as otherwise provided in this Section 2727(d) below, for so long as the Rights are then redeemable, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. (b) Except as provided in Section 27(d) below, if a Section 23(c) Event has occurred, then for a period of 180 days following the Section 23(c) Event (or such other maximum period then allowed under Maryland law), the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights if (and only if) (i) one or more Continuing Trustees are members of the Company Board and (ii) a majority of such Continuing Trustees approve the supplement or amendment; provided, however, that if a Section 11(a)(ii) Event occurs prior to the termination of such 180-day period (or such other maximum period then allowed under Maryland law), immediately upon the occurrence of such Section 11(a)(ii) Event, any supplements or amendments proposed to be made to this Agreement shall be governed by Section 27(c) below. (c) Except as provided in Section 27(d) below, at any time after the first occurrence of a Section 11(a)(ii) Event, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented supplement or amended in any manner that would amendment may (i) adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other holder of Rights that have become null and void pursuant to Section 7(e) hereof), (ii) as such or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such sentence or (iii) cause the Rights again to become redeemable. (d) Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Redemption Price. (e) Upon the delivery of a certificate from an authorized officer of the Company Authorized Officer which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any such supplement or amendment that does not adversely affects affect the rights, duties, duties or obligations or immunities of the Rights Agent under this Agreement. Prior The Rights Agent agrees that time is of the essence in connection with any supplement or amendment to this Agreement that it is directed by the Distribution DateCompany to execute in accordance with this Section 27. (f) For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with the Rights Agent or other third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, subscription, trading, issuance or distribution of the Rights (and Units of a Preferred Share or Common Shares), including use of book entry, as contemplated hereby and to ensure that an Acquiring Person does not obtain the benefits thereof, and any supplement or amendment of this Agreement in respect of the foregoing shall be deemed to not adversely affect the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesRights.

Supplements and Amendments. Except as otherwise provided in this Section 2728, for so long as the Rights are redeemable, the CompanyCompany may, by action of the Board, may from time to time and time, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of RightsRights Certificates or Common Stock, includingand the Rights Agent shall, if the Company so directs, execute such supplement or amendment. At any time when the Rights are not redeemable, the Company and the Rights Agent may from time to time supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, including, without limitation, the Final Expiration Date and the Expiration Date; or (d) otherwise change, amend, amend or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that the Rights Agent shall not be required to supplement or amend this Agreement in any manner that would materially adversely affect the interests of the Rights Agent, without the consent of the Rights Agent; provided, further, that from and after such the time as any Person becomes an Acquiring Personwhen the Rights are no longer redeemable, this Agreement shall may not be supplemented or amended in any manner that would (x) adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void pursuant to Section 7(e) hereof) as such such, (y) cause the Rights again to become redeemable or (z) cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent28. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon Any such supplement or amendment shall be evidenced in writing signed by the delivery of Company and the Rights Agent. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall execute such supplement or amendment hereto requested by the Company in writing; provided, that the Company has delivered to the Rights Agent a certificate from an authorized officer Authorized Officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares28.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure at any ambiguity contained hereintime prior to such time as any Person becomes an Acquiring Person, in any respect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall (i) to make any changes that the Company may deem necessary or desirable that do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(e) hereof) as such satisfy any applicable law, rule or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, General Counsel, Secretary or Treasurer of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action subject to the terms of the Boardthis Section 25, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement Plan in any respect without the approval of any holders of RightsRights or Common Stock. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Plan without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement Plan again to become amendable as to an Acquiring Person or an Affiliate or Associate of an Acquiring Person other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; provided further, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized officer of the Company Company’s Chief Executive Officer, Chief Financial Officer, treasurer, assistant treasurer, secretary or assistant secretary which states that the proposed supplement or amendment is in compliance with the terms of this Section 2725, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Plan to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Plan that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of under this Plan. No supplement or amendment to this Plan shall be effective unless duly executed by the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directsdirects and at the expense of the Company, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs and at the expense of the Company, supplement or amend this Agreement without the approval of any holders of Rights, including, without limitation, in order to provided that no such supplement or amendment may (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27sentence or (c) cause the Rights again to become redeemable. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects does not change the rights, duties, obligations or immunities rights and duties of the Rights Agent under this Agreement. Prior Agreement in a manner adverse to the Distribution DateRights Agent shall become effective against all parties immediately upon execution by the Company, whether or not also executed by the interests Rights Agent, and provided further, that any supplement or amendment that changes the rights and duties of the holders Rights Agent under this Agreement in a manner adverse to the Rights Agent shall become effective against the Rights Agent only upon the execution of such supplement or amendment by the Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors, in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirabledesirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors in adopting this Agreement, including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the Rights Agent shall foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person, by action of its Board of Directors, amend this Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not be obligated to enter into less than the greater of (i) any supplement or amendment that adversely affects percentage greater than the rights, duties, obligations or immunities largest percentage of the Rights Agent under this Agreement. Prior outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the Distribution Date, the interests terms of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesany such plan) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the BoardBoard of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof) as such or cause this Rights Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the BoardBoard of Directors thereof, may at any time before any Person becomes an Acquiring Person amend this Rights Agreement to make the provisions of this Rights Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Rights Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented supplement or amended in any manner that would amendment adversely affect affects the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person) and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided PROVIDED, HOWEVER, that the Rights Agent may, but shall not be obligated to to, enter into any such supplement or amendment that adversely affects the Rights Agent's own rights, duties, obligations duties or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the CompanyThe Company may, by action of the BoardRequired Board Vote, may from time to time and in its sole and absolute discretiontime, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Right Certificates to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, change to or (d) otherwise change, amend, delete any provision hereof or supplement to adopt any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null an Acquiring Person and void pursuant to Section 7(e) hereof) as such or cause its Affiliates and Associates). Notwithstanding anything contained in this Agreement to become amendable other than the contrary, until the end of the Term (as defined in accordance with the Capacity Purchase Agreement), unless at such time CAL beneficially owns Common Shares representing at least 5% of the Voting Power of the Common Shares then outstanding, in which case until such time CAL ceases to beneficially own Common Shares representing at least 5% of the Voting Power of the Common Shares then outstanding, no supplement or amendment to this Agreement shall be made that deletes, amends, eliminates or otherwise changes clause (v) or clause (vi) of the definition of Exempt Person or Sections 29 or 35 of this Agreement or this sentence or otherwise has the effect of amending, eliminating or otherwise changing Sections 29 or 35 of this Agreement or clause (v) or clause (vi) of the definition of Exempt Person or this sentence without the prior written consent of Continental, which may be withheld in Continental's sole discretion. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment to this Agreement shall be made which reduces the Redemption Price, provides for an earlier Final Expiration Date, alters the provisions of Section 27. Any 23(a) relating to the redemption of the Rights, or extends the time during which the Rights may be redeemed if, in any such case, at the time of such supplement or amendment shall the Rights are not redeemable. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights, duties, liabilities and obligations of the Rights Agent under this Agreement will be evidenced effective against the Rights Agent without the execution of such supplement or amendment by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company Company, and if requested by the Rights Agent, an opinion of counsel, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27The Company may and the Rights Agent shall, if so directed by the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Common Shares or Right Certificates in order (i) to extend the Final Expiration Date, notwithstanding anything to the contrary provided in clause (aiv), (ii) to cure any ambiguity contained hereinambiguity, (b) or to correct or supplement any provision contained herein that in this Agreement which may be defective or inconsistent with any other provisions contained hereinin this Agreement, (ciii) shorten or lengthen any time period hereunderprior to the Distribution Date, or (d) to otherwise change, amend, change or supplement any provisions hereunder provision in this Agreement in any manner that which the Company may deem necessary or desirable; provided, howeveror (iv) following the Distribution Date, that from and after such time as to otherwise change or supplement any Person becomes an Acquiring Person, provision in this Agreement shall not be supplemented or amended in any manner that would which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Right Certificates (other than Right Certificates evidencing Rights that shall have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent11(a)(ii)). Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions thresholds set forth in Sections 1(a) and 3(a) from 15% to not less than the greater of this Agreement inapplicable (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known by the Company to a particular transaction be beneficially owned by which a any Person might otherwise become an Acquiring Person or to otherwise alter (other than (1) the terms and conditions Company, (2) any Subsidiary of this Agreement as they may apply with respect to the Company, (3) any such transaction. Upon the delivery of a certificate from an authorized officer employee benefit plan of the Company which states that or any Subsidiary of the proposed supplement Company, or amendment is in compliance with (4) any entity holding Common Shares for or pursuant to the terms of any plan described in clause (3) of this Section 27sentence or (ii) 10%. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this Agreement. Prior to Agreement shall be effective without the Distribution Date, the interests written consent of the holders of Rights shall be deemed coincident with the interests Agent. 7. Section 30 of the holders of the Common Shares.Original Agreement is hereby amended in its entirety to read as follows:

Supplements and Amendments. Except as otherwise provided in this Section 27(a) At any time prior to the Stock Acquisition Date, the Company, by action a majority of the Board, may from time to time and in its sole and absolute discretionBoard of Directors of the Company may, and the Rights Agent shall shall, if the Company so directsdirected, supplement or amend any provision of this Agreement Agreement, including, without limitation, the Beneficial Ownership percentage as set forth in Section 1 at which a Person becomes an Acquiring Person, the definition of Exempt Person as set forth in Section 1 to include any respect Person in addition to the Persons described therein and, to the extent permitted by applicable law, the number, designation, preferences and rights of shares of the Preferred Stock as set forth in Exhibit A without the approval of any holders of Rights. (b) Except as otherwise provided in Section 26(c): (1) The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or as may be necessary or advisable in the administration of this Agreement, including, without limitation, in order the right and power to (ai) cure any ambiguity contained hereininterpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights, (b) correct to exchange or not exchange the Rights for Common Stock or to amend or supplement this Agreement). (2) All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors of the Company shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (y) not subject the Board of Directors of the Company to any provision contained herein that may be defective or inconsistent with any other provisions contained herein, liability to the holders of the Rights. (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from From and after such time as any Person becomes an Acquiring Person, the Stock Acquisition Date: (1) No amendment or other change shall be made in this Agreement shall not be supplemented or amended the terms of the Rights which is inconsistent with the provisions set forth in any manner that Section 11(j) or Section 13(e) or which would otherwise adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter any other Person in whose hands the terms Rights are void under the provisions of Section 7(e)). Notwithstanding the foregoing, a majority of the Board of Directors may, and conditions of the Rights Agent shall, if so directed, amend this Agreement as they may apply with respect prior to any such transaction. the Stock Acquisition Date effective upon the Stock Acquisition Date. (2) The Board of Directors of the Company shall not be entitled to exercise the powers specified in Section 26(b) after the Stock Acquisition Date unless the Board of Directors can establish by clear and convincing evidence that its action satisfies the requirement in Section 26(c)(1). (d) Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the Rights Agent may, but shall not be obligated to to, enter into any such supplement or amendment that adversely affects affect’s the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights Agreement and shall not be deemed coincident with the interests of the holders of the Common Sharesbound by any such supplement or amendment not executed by it.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are then redeemable, the Company (by action of the Board, its Board of Directors) may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as otherwise provided in this Section 27, the Company (by action of its Board of Directors) may, and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement without limitation, the approval of any holders of Rights in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person an Affiliate or Associate of an Acquiring Person, Persons (or Affiliates or Associates thereof) Acting in Concert with the foregoing, or any Person whose Rights that have become null and void pursuant to Section 7(e) hereof) as 11(a)(ii)), and no such amendment may cause the Rights again to become redeemable or cause this Rights Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which decreases the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Rights Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 2728, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or including, without limitation, the Expiration Date; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such the time as that any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would (a) adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void pursuant to Section 7(e) hereof) as such such, (b) cause the Rights again to become redeemable or (c) cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent28. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Any such supplement or amendment shall be evidenced in writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Sections 18, 19, 20, 21 or this Section 28 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not be obligated also executed by the Rights Agent. The Company shall provide within three (3) Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. The Rights Agent acknowledges that time is of the essence in connection with its execution of any such proposed supplement or amendment. Any failure to execute such proposed supplement or amendment shall not affect the validity of the actions taken by the Board pursuant to this Section 28. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except For as otherwise provided in this Section 27long as the Rights are then redeemable, the Company, by action of the Board, Corporation may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company Corporation so directs, supplement or amend any provision of this Rights Agreement without the approval of any holders of the Rights. At any time when the Rights are not then redeemable, the Corporation may, and the Rights Agent shall if the Corporation so directs, supplement or amend this Rights Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights Certificates (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company Corporation may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, supplement or amendment pursuant to this Agreement clause (iii) shall not be supplemented or amended in any manner that would materially adversely affect the interests interest of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionCertificates. Upon the delivery of a certificate from an authorized appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the Rights Agent shall not be obligated to enter into any contrary, (a) no supplement or amendment that adversely affects changes the rights, duties, obligations rights or immunities duties of the Rights Agent under this Agreement. Prior to Agreement shall be effective without the Distribution Dateexecution of such supplement on amendment by the Rights Agent, (b) no supplement or amendment shall be made which changes the interests Redemption Price or the Expiration Date and (c) supplements or amendments may be made after the time that any Person becomes an Acquiring Person only if at the time of the holders of Rights shall be deemed coincident with the interests action of the holders Board of Directors approving such supplement or amendment there are then in office not less than two Continuing Directors and such supplement or amendment is approved by a majority of the Common SharesContinuing Directors then in office.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; providedPROVIDED, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27Section, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if directed by the Company so directsCompany, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (other than Rights that have become null and void pursuant to Section 7(e) hereofPreferred Shares) as such or cause this Agreement contemplated hereby and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes ensure that an Acquiring Person amend this Agreement does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to make adversely affect the provisions interests of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions holders of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors upon approval by a majority of the Continuing Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors, upon approval by a majority of the Continuing Directors, in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirabledesirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors in adopting this Agreement, including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the Rights Agent shall not be obligated foregoing, the Company may at any time prior to enter into such time as any supplement or amendment that adversely affects the rightsPerson becomes an Acquiring Person, dutiesby action of its Board of Directors, obligations or immunities upon approval by a majority of the Rights Agent under Continuing Directors, amend this Agreement. Prior Agreement to lower the thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the Distribution Date, the interests terms of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesany such plan) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are then redeemable, the Company (by action of the Board, its Board of Directors) may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as otherwise provided in this Section 27, the Company (by action of its Board or Directors) may, and the Rights Agent shall, if the Company so directs, supplement or amend this Rights Agreement without limitation, the approval of any holders of Rights in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person an Affiliate or Associate of an Acquiring Person, or any person whose Rights that have become null and void pursuant to Section 7(e) hereof) as 11(a)(ii)), and no such amendment may cause the Rights again to become redeemable or cause this Rights Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which decreases the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Rights Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except As long as otherwise provided in this the Rights are redeemable pursuant to Section 2723, the CompanyCompany may, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, Section 15) in any respect respect, without the approval of any holders of Rights, includingby action of its board of directors. At any time when the Rights are no longer redeemable pursuant to Section 23, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without limitationthe approval of any holders of Rights, by action of its board of directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that the Company may deem necessary or desirabledesirable and that shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause Rights. The foregoing notwithstanding, this Agreement to become amendable other than may not be so supplemented or amended in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by any manner that would adversely affect the Company and Rights Agent without the written consent of the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 2728, prior to the Distribution Date, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights. At any time after the Distribution Date, including, the Company and the Rights Agent may from time to time supplement or amend this Agreement without limitation, the approval of any holders of Rights in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Personthe Distribution Date, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 2728. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to the last sentence of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Stock. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, includingand subject to the last sentence of this Section 27, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights or Common Stock in order to (a) to cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained provision herein, (c) to shorten or lengthen any time period hereunder, or (d) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null an Acquiring Persons or an Affiliate or Associate of such Person), and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any no such supplement or amendment shall be evidenced by a writing executed by the Company and cause the Rights Agentagain to become redeemable or cause this Agreement again to become supplementable or amendable otherwise than in accordance with the provisions of this sentence or Section 31. Without limiting the generality or effect of the foregoing, the Company, by action this Agreement may be supplemented or amended to provide for such voting powers of the BoardRights and such procedures for the exercise thereof, if any, as the Board of Directors may at any time before any Person becomes an Acquiring Person amend this Agreement determine to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionbe appropriate. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the failure or refusal of the Rights Agent shall to execute such supplement or amendment will not be obligated to enter into affect the validity of any supplement or amendment that adversely affects adopted by the rightsBoard of Directors, duties, obligations or immunities any of which will be effective in accordance with the Rights Agent under terms thereof. Notwithstanding anything in this Agreement. Prior Agreement to the Distribution Datecontrary, no supplement or amendment may be made which decreases the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesstated Redemption Price to an amount less than $.005 per Right.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then -------------------------- redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; provided further, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board of Directors to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent shall may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not be obligated to enter into less than the greater of (i) any supplement or amendment that adversely affects percentage greater than the rights, duties, obligations or immunities largest percentage of the Rights Agent under this Agreement. Prior outstanding Common Shares then known by the Company to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesbeneficially owned by any Person (other than an Exempt Person) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure prior to the Stock Acquisition Date, in any ambiguity contained hereinrespect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinafter the Stock Acquisition Date, (ci) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable that from and after such time as any Person becomes an Acquiring Person, this Agreement shall do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(e) hereof) as such satisfy any applicable law, rule or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27Section, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if directed by the Company so directsCompany, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights AgentRights. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions thresholds set forth in Sections 1(a) and 3(a) hereof to not less than 10% (the "Reduced Threshold"); provided; however, that no Person who Beneficially Owns a number of this Agreement inapplicable Common Shares equal to a particular transaction by which a Person might otherwise or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold plus (ii) 0.001%. For the avoidance of doubt, the Company shall be entitled to otherwise alter adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the terms exercise, exchange, trading, issuance or distribution of the Rights (and conditions Preferred Shares) as contemplated hereby and to ensure that an Acquiring Person does not obtain the benefits thereof, and amendments in respect of this Agreement as they may apply with respect the foregoing shall not be deemed to any such transactionadversely affect the interests of the holders of Rights. Upon the delivery of a certificate from executed by an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that materially and adversely affects the Rights Agent's own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided Prior to the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to this Section 27, the Company may in its sole and absolute discretion, and the Rights Agent will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights or Common Stock. From and after the time at which the Rights cease to be redeemable pursuant to Section 23, and subject to this Section 27, the Company, by action of the BoardBoard of Directors of the Company, may from time to time and in its sole and absolute discretion, discretion and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would (i) adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof), (ii) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement 27 or amendment shall be evidenced by a writing executed by the Company and (iii) cause the Rights Agentto again become redeemable. Without limiting the foregoing, the Company, by action of the BoardBoard of Directors of the Company, may at any time before any Person becomes an Acquiring Person when the Rights are redeemable, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made that changes the Redemption Price. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided that . Notwithstanding anything in this Agreement to the Rights Agent contrary, the limitations on the ability of the Board of Directors of the Company to amend this Agreement set forth in this Section 27 shall not be obligated to enter into any supplement affect the power or amendment that adversely affects the rights, duties, obligations or immunities ability of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests Board of Directors of the holders Company to take any other action that is consistent with its fiduciary duties under Delaware law, including, without limitation, accelerating or extending the Final Expiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights plan with such terms as the Board of Rights shall be deemed coincident with the interests Directors of the holders of the Common SharesCompany determines in its sole discretion to be appropriate.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Personthe Flip-In Event, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null any Acquiring Person and void pursuant to Section 7(e) hereof) its Affiliates and Associates). If as such of the Close of Business on June 25, 1997, any Person is the Beneficial owner of 10% or cause more of the Common Shares of the Company then outstanding, this Agreement may be amended at any time prior to August 1, 1997, to exempt such Person from being deemed to be an Acquiring Person (but only if such Person does not become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Beneficial Owner of any additional Common Shares of the Company subsequent to the Close of Business on June 25, 1997), subject to such terms and conditions as the Rights AgentBoard of Directors of the Company deem necessary or appropriate. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable (a) specifically exempt any Person from being or being deemed to a particular transaction by which a Person might otherwise become be an Acquiring Person or Person, subject to otherwise alter the such terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that deems appropriate, (b) fix a Final Expiration Date later than the proposed supplement date set forth in Section 7 hereof or amendment is in compliance with (c) increase the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesPurchase Price.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; provided, further, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board of Directors to extend the Distribution Date pursuant to the second sentence of Section 3.1 shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that amendment unless the Rights Agent shall not be obligated to enter into any have determined that such supplement or amendment that adversely affects the would affect its own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior The Rights Agent shall not be bound by any such supplement or amendment not executed by it. Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the Distribution Date, the interests terms of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesany such plan) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in Prior to the time at which any Person becomes an Acquiring Person, and subject to the penultimate sentence of this Section 27, the CompanyCompany may, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall will if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rightsthe Rights or Common Shares. At any time, includingand subject to the penultimate sentence of this Section 27, the Company may, and the Rights Agent will if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of the Rights or Common Shares in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to supplement or supplement any amend the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that that, from and after such the time as any Person becomes an Acquiring Person, this Agreement no such supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment shall cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become supplementable or amendable other than in accordance with the terms of this Section 27. Any Without limiting the generality or effect of the foregoing, this Agreement may be supplemented or amended to provide for such voting powers for the Rights and such procedures for the exercise thereof, if any, as the Board may determine to be appropriate. Notwithstanding anything in this Agreement to the contrary, any supplement or amendment to this Agreement shall be evidenced by a writing executed signed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall will execute such supplement or amendment; provided provided, however, that the Rights Agent shall not be obligated to enter into any such supplement or amendment that does not adversely affects affect the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior Notwithstanding anything in this Agreement to the Distribution Datecontrary, no supplement or amendment may be made which decreases the stated Redemption Price to an amount less than $0.001 per Right. Notwithstanding anything in this Agreement to the contrary, the interests limitations on the ability of the holders of Rights Board to amend this Agreement set forth in this Section 27 shall be deemed coincident with not affect the interests power or ability of the holders of Board to take any other action that is consistent with its fiduciary duties under applicable Delaware law, including, without limitation, accelerating or extending the Common SharesExpiration Date or making any other amendment to this Agreement that is permitted by this Section 27 or adopting a new stockholder rights agreement with such terms as the Board determines in its sole discretion to be appropriate.

Supplements and Amendments. Except as otherwise provided in this Section 27(a) Prior to the Distribution Date, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, Company and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of shares of Common Stock. From and after the Distribution Date, and subject to the provisions of Section 27(b) hereof, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Rights Certificates in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, desirable and that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Certificates (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions an Affiliate or Associate of this Agreement as they may apply with respect to any such transactionan Acquiring Person). Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior . (b) Notwithstanding anything herein to the Distribution Datecontrary, the interests of the holders of Rights no supplement or amendment shall be deemed coincident with made to this Agreement at a time when the interests Rights are not redeemable, except as contemplated by clause (i) or (ii) of the holders of the Common SharesSection 27(a) hereof.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are outstanding and then redeemable, by action of the BoardCompany may, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement Agreement, and/or any term, provision or condition of this Agreement, in any respect without the consent or approval of any holder or holders of the Rights. Without limiting the foregoing, includingthe Company may, without limitation, in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen at any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after prior to such time as any Person becomes an Acquiring Person, amend this Agreement to lower the percentage thresholds set forth in Sections 1(a) and 3(a) hereof to not less than 10% (the "REDUCED THRESHOLD"); PROVIDED, HOWEVER, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall not be supplemented become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of the purchase or amended acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) the Reduced Threshold and (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of the Reduced Threshold, plus (ii) 0.001%. At any time when the Rights are no longer redeemable, except as otherwise provided in this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the consent or approval of any manner holder or holders of Rights, provided that would no such supplement or amendment may (a) adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27sentence, or (c) cause the Rights again to become redeemable. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made to this Agreement which decreases the Company Redemption Price and no supplement or amendment that changes the rights, duties or liabilities of the Rights Agent under this Agreement shall be effective without the consent of the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects does not amend the rights, duties, obligations or immunities of Agreement in a manner adverse to the Rights Agent under this Agreement. Prior to shall become effective immediately upon execution by the Distribution DateCompany, whether or not also executed by the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure prior to the Stock Acquisition Date, in any ambiguity contained hereinrespect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinafter the Stock Acquisition Date, (ci) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable that from and after such time as any Person becomes an Acquiring Person, this Agreement shall do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(esatisfy any applicable law, rule or regulation or (iv) hereof) as such to shorten or cause lengthen any time period under this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights AgentAgreement. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, General Counsel, or Secretary of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors, in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if directed by the Company so directsCompany, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that other changes which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (other than Rights that have become null and void pursuant to Section 7(e) hereofPreferred Shares) as such or cause this Agreement contemplated hereby and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes ensure that an Acquiring Person amend this Agreement does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to make adversely affect the provisions interests of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions holders of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27(a) At any time prior to the Trigger Date, the Company, by action a majority of the Board, may from time to time and in its sole and absolute discretionBoard of Directors of the Company may, and the Rights Agent shall shall, if the Company so directsdirected, supplement or amend any provision of this Agreement Agreement, including, without limitation, the Beneficial Ownership percent as set forth in Section 1 at which a Person becomes an Acquiring Person and the definition of Exempt Person as set forth in Section 1 to include any respect Person in addition to the Persons described therein, without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, . (b) From and after the Trigger Date, a majority of the Board of Directors of the Company may, and the Rights Agent shall, if so directed, amend this Agreement without the approval of any holders of Rights Certificates (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that in this Agreement which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, provision of this Agreement or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from so long as such change or supplement is not prohibited by Section 11(j) or Section 13(f) and after such time as any Person becomes an Acquiring Person, this Agreement shall would not be supplemented or amended in any manner that would otherwise adversely affect the interests of the holders of Rights Certificates (other than Rights that have become null and an Acquiring Person or any other Person in whose hands the rights are void pursuant to under the provisions of Section 7(e)). (c) hereofExcept as otherwise provided in Section 26(b): (1) as such or cause The Board of Directors of the Company (or, where specifically provided for in this Agreement, the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by exercise all rights and powers specifically granted to the Board of Directors of the Company and the Rights Agent. Without limiting the foregoing, or the Company, by action or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement right and power to make (i) interpret the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person and (ii) make all determinations deemed necessary or to otherwise alter advisable for the terms and conditions administration of this Agreement as they may apply (including a determination to redeem or not redeem the Rights, to exchange or not exchange the Rights for Common Stock or other securities of the Company, or to amend or supplement this Agreement). No such action, interpretation or determination (or omission with respect to any such transaction. Upon the delivery foregoing) shall subject the Board of a certificate from an authorized officer Directors of the Company which states that or the proposed Continuing Directors to any liability to the holders of the Rights. (2) Immediately upon the action of a majority of the Board of Directors of the Company providing for any amendment or supplement pursuant to this Section 26, and without any further action and without notice, such amendment or supplement shall be deemed effective. Promptly following the adoption of any amendment is or supplement pursuant to this Section 26, the Company shall deliver to the Rights Agent a copy, certified by the Secretary or any Assistant Secretary of the Company, of resolutions of a majority of the Board of Directors of the Company adopting such amendment or supplement. Upon such delivery, the amendment or supplement shall be administered by the Rights Agent as part of this Agreement in compliance accordance with the terms of this Section 27Agreement, the Rights Agent shall execute such supplement as so amended or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharessupplemented.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, including, without limitation, any amendment to change the Purchase Price, without the approval of any holders of Rights, includingby action of its Board of Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, to change or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirabledesirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors in adopting this Agreement, including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Personthe Distribution Date, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after the Distribution Date, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any such supplement or amendment that does not adversely affects affect the rights, duties, duties or obligations or immunities of the Rights Agent under this AgreementAgreement without the consent of such Rights Agent. Prior Without limiting the foregoing, the Company may at any time prior to the Distribution Date, by action of its Board of Directors, amend this Agreement to lower the interests thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of (i) any percentage greater than the largest percentage of the holders of Rights shall outstanding Common Shares then known by the Company to be deemed coincident with beneficially owned by any Person (other than the interests Company, any Subsidiary of the holders Company, any employee benefit plan of the Company or any Subsidiary of the Company, any entity holding Common SharesShares for or pursuant to the terms of any such plan, or Americable) and (ii) 10%.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its board of directors. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its board of directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent's own rights, duties, obligations or immunities of under this Agreement and the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall not be deemed coincident with the interests of the holders of the Common Sharesbound by supplements or amendments not executed by it.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Corporation may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company Corporation so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as otherwise provided in this Section 27, the Corporation may, and the Rights Agent shall, if the Corporation so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunderhereunder (including any time period used for determining whether or not a Distribution Date has occurred), or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company Corporation may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which decreases the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in Prior to the Exercisability Date and subject to the penultimate sentence of this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, Company and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rightscertificates representing shares of Common Stock. From and after the Exercisability Date and subject to the penultimate sentence of this Section 27, includingthe Company and the Rights Agent shall, if the Company by action of a majority of the Continuing Directors so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order order: (i) to (a) cure any ambiguity contained herein, ambiguity; (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, ; (ciii) to shorten or lengthen any time period hereunder, or ; or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board in adopting this Agreement, including any change in the number or class of shares of capital stock of the Company for which the Rights are potentially exercisable prior to a Triggering Event; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights Rights; and provided, further, that have become null and void this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence (A) subject to Section 7(e) 31 hereof) as such or cause this Agreement , a time period relating to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and when the Rights Agentmay be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make change the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionExercise Price hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company or, so long as any Person is an Acquiring Person hereunder, from the majority of the Board of Directors, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment that adversely affects which changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this AgreementAgreement shall be effective without the consent of the Rights Agent, and no supplement or amendment shall be made which changes the Redemption Price, the Exercise Price, the Expiration Date or the number of shares of Common Stock (or other securities) for which a Right is exercisable without the approval of a majority of the Board of Directors. Prior to the Distribution Exercisability Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 2728, for so long as the Rights are redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, discretion supplement or amend this Agreement in any respect without the approval of any holders of Rights, includingand the Rights Agent shall, if the Company so directs, execute such supplement or amendment. At any time when the Rights are not redeemable, the Company may from time to time supplement or amend this Agreement without limitation, the approval of any holders of Rights in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or including, without limitation, the Expiration Date; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such the time as any Person becomes an Acquiring Personwhen the Rights are no longer redeemable, this Agreement shall may not be supplemented or amended in any manner that would (a) adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void pursuant to Section 7(e) hereof) as such such, (b) cause the Rights again to become redeemable or (c) cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent28. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Any such supplement or amendment shall be evidenced in writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an authorized officer of the Company which Authorized Officer that states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. The Rights Agent acknowledges that time is of the essence in connection with its execution of any such proposed supplement or amendment. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in -------------------------- this Section 2726, for so long as the Rights are then redeemable and subject to the penultimate sentence of this Section 26, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable and subject to the penultimate sentence of this Section 26, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27sentence; provided further, that the right of the Board of Directors to extend the Distribution Date shall not require any amendment or supplement hereunder. Any such supplement Notwithstanding anything to the contrary herein, no amendment or amendment modification shall be evidenced by a writing executed made (i) to the definition of "Existing Holder" or (ii) to the exception of Existing Holders from the definition of "Acquiring Person" or the substantive equivalent thereof, unless such amendment or modification is unanimously approved by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action Board of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionDirectors. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, and, provided such supplement or amendment does not change or increase the Rights Agent's duties, liabilities or obligations hereunder, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent shall may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not be obligated to enter into less than the greater of (i) any supplement or amendment that adversely affects percentage greater than the rights, duties, obligations or immunities largest percentage of the Rights Agent under this Agreement. Prior outstanding Common Shares then known by the Company to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesbeneficially owned by any Person (other than an Exempt Person or Existing Holder) and (ii) 10%.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of RightsRights or Common Shares. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (cii) to shorten or lengthen any time period hereunderhereunder (which shortening or lengthening, after the time a Person becomes an Acquiring Person, shall be effective only if there are Continuing Directors and shall require the approval of at least a majority of such Continuing Directors) or (diii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; providedPROVIDED, howeverHOWEVER, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; PROVIDED FURTHER, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board of Directors to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Without limiting the foregoing, at any time prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent shall may amend this Agreement to lower the thresholds set forth in Sections 1.1 and 3.1 to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be obligated beneficially owned by any Person (other than an Exempt Person) and (ii) 10%. Notwithstanding anything herein to enter into the contrary, any supplement or amendment to this Agreement, after the time that adversely affects a Person becomes an Acquiring Person shall require the rights, duties, obligations or immunities affirmative vote of a majority of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesContinuing Directors.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the time that any Person becomes an Acquiring Person, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, Company and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. From and after the time that any Person becomes an Acquiring Person, includingthe Company and the Rights Agent shall, if the Company so directs, from time to time supplement or amend any provision of this Agreement without limitation, the approval of any holders of Right Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (diii) otherwise change, amend, or supplement change any other provisions hereunder in any manner that with respect to the Company Rights which the Board of Directors may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that made which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such the interests of an Acquiring Person or cause this Agreement to become amendable other than in accordance with this Section 27its Affiliates or Associates). Any such supplement or amendment shall be evidenced by a writing executed signed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that amendment unless the Rights Agent shall not be obligated to enter into any have determined that such supplement or amendment that would adversely affects the change or increase its rights, duties, obligations or immunities of the Rights Agent liabilities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, in order the approval of any holders of Rights to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained provision herein, (ciii) shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; providedPROVIDED, howeverthat, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights Rights, as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding any other provision hereof, the Rights Agent shall not Agent's consent must be obligated obtained regarding any amendment or supplement pursuant to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of this Section 27 which alters the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent's rights or duties.

Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as otherwise provided in this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained hereinherein or as required to comply with any change in applicable law, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the rights again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence; and provided, further, that for so long as ▇▇▇▇▇▇▇ ▇. Any ▇▇▇▇▇▇▇ is an “Exempt Person” (as defined herein), the definitions of “Exempt Person” and “Acquiring Person” shall not be amended in any manner which would adversely affect the application of such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentterms to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ without his consent. Without limiting the foregoing, the Company, by action of the Board, Company may at any time before prior to such time as any Person becomes an Acquiring Person amend this Agreement to make lower the provisions thresholds set forth in Sections 1(a) and 3(a) to not less than the greater of this Agreement inapplicable (i) the sum of .001% and the largest percentage of the outstanding Units then known by the Company to a particular transaction be beneficially owned by which a any Person might otherwise become an Acquiring Person (other than the Company, any Subsidiary of the Company, any Initial Member, any Affiliate or to otherwise alter the terms and conditions Associate of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer Initial Member, any employee benefit plan of the Company which states that or any Subsidiary of the proposed supplement Company, or amendment is in compliance with any entity holding Units for or pursuant to the terms of this Section 27any such plan) and (ii) 10%.” 4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 5. Except as hereby amended, the Rights Agent Agreement shall execute remain in full force and effect. 6. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware. 7. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such supplement invalidity, unenforceability or amendment; provided that the Rights Agent illegality shall not be obligated to enter into any supplement impair the operation of or amendment affect those portions of this Amendment that adversely affects the rightsare valid, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Sharesenforceable and legal.

Supplements and Amendments. Except as otherwise provided in Subject to this Section 27Section, the Company, by action of the Board, may from time to time and in its sole and absolute discretionCompany may, and the Rights Agent shall shall, if directed by the Company so directsCompany, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights; provided, further, however, that the last sentence of the definition of “Acquiring Person” shall not be amended (nor shall this Agreement otherwise be amended in any manner which would be inconsistent with such sentence) without the prior written consent of EQT. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (other than Rights that have become null and void pursuant to Section 7(e) hereofPreferred Shares) as such or cause this Agreement contemplated hereby and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes ensure that an Acquiring Person amend this Agreement does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to make adversely affect the provisions interests of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions holders of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that materially and adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27(a) At any time prior to the Trigger Date, the Company, by action a majority of the Board, may from time to time and in its sole and absolute discretionBoard of Directors of the Company may, and the Rights Agent shall shall, if the Company so directsdirected, supplement or amend any provision of this Agreement Agreement, including, without limitation, the Beneficial Ownership percent as set forth in Section 1 at which a Person becomes an Acquiring Person and the definition of Exempt Person as set forth in Section 1 to include any respect Person in addition to the Persons described therein, without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, . (b) From and after the Trigger Date, a majority of the Board of Directors of the Company may, and the Rights Agent shall, if so directed, amend this Agreement without the approval of any holders of Rights Certificates (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that in this Agreement which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, provision of this Agreement or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from so long as such change or supplement is not prohibited by Section 11(j) or Section 13(f) and after such time as any Person becomes an Acquiring Person, this Agreement shall would not be supplemented or amended in any manner that would otherwise adversely affect the interests of the holders of Rights Certificates (other than Rights that have become null and an Acquiring Person or any other Person in whose hands the rights are void pursuant to under the provisions of Section 7(e)). (c) hereofExcept as otherwise provided in Section 26(b): (1) as such or cause The Board of Directors of the Company (or, where specifically provided for in this Agreement, the Continuing Directors) shall have the exclusive power and authority to administer this Agreement and to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by exercise all rights and powers specifically granted to the Board of Directors of the Company and the Rights Agent. Without limiting the foregoing, or the Company, by action or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement right and power to make (i) interpret the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person and (ii) make all determinations deemed necessary or to otherwise alter advisable for the terms and conditions administration of this Agreement as they may apply (including a determination to redeem or not redeem the Rights, to exchange or not exchange the Rights for Common Stock or other securities of the Company, or to amend or supplement this Agreement). No such action, interpretation or determination (or omission with respect to any such transaction. Upon the delivery foregoing) shall subject the Board of a certificate from an authorized officer Directors of the Company which states that or the proposed Continuing Directors to any liability to the holders of the Rights. (2) Immediately upon the action of a majority of the Board of Directors of the Company providing for any amendment or supplement pursuant to this Section 26, and without any further action and without notice, such amendment or supplement shall be deemed effective. Promptly following the adoption of any amendment is or supplement pursuant to this Section 26, the Company shall deliver to the Rights Agent a copy, certified by the Secretary or any Assistant Secretary of the Company, of resolutions of a majority of the Board of Directors of the Company adopting such amendment or supplement. Upon such delivery, the amendment or supplement shall be administered by the Rights Agent as part of this Agreement in compliance accordance with the terms of this Section 27Agreement, as so amended or supplemented. (d) Notwithstanding anything in this Agreement to the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this Agreement. Prior to Agreement will be effective against the Distribution Date, Rights Agent without the interests execution of such supplement or amendment by the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are outstanding and then redeemable, by action of the BoardBrillian may, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if Brillian so directs, supplement or amend this Agreement, and/or any term, provision or condition of this Agreement, in any respect without the Company consent or approval of any holder or holders of the Rights. Without limiting the foregoing, Brillian may, at any time prior to the Flip-In Event, amend this Agreement to lower the percentage thresholds set forth in Sections 1(a) and 3(a) hereof to not less than 10% (the "Reduced Threshold"); provided, however, that no Person who beneficially owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Common Shares (other than as a result of the purchase or acquisition of Common Shares by Brillian) to an amount equal to or greater than the greater of (x) the Reduced Threshold and (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of the Reduced Threshold, plus (ii) ..001%. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, Brillian may, and the Rights Agent shall, if Brillian so directs, supplement or amend this Agreement in any respect without the consent or approval of any holder or holders of Rights, including, without limitation, in order to provided that no such supplement or amendment may (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than Rights that have become null and void pursuant to Section 7(ean Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) hereof) as such or cause this Agreement again to become amendable other than in accordance with this Section 27sentence, or (c) cause the Rights again to become redeemable. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend made to this Agreement to make which changes the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company Brillian which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; , provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rightsdoes not amend Sections 18, duties19, obligations 20 or immunities of 21 hereof in a manner adverse to the Rights Agent under this Agreement. Prior to shall become effective immediately upon execution by Brillian, whether or not also executed by the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the BoardBoard of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained hereinambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the BoardBoard of Directors thereof, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. All supplements and amendments to this Agreement shall be in writing and must be authorized by the Board of Directors. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Section 18, Section 19, Section 20, or Section 21 hereof, or this Section 27, in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company Redemption Price and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any no supplement or amendment that adversely affects changes the rights, duties, obligations or immunities rights and duties of the Rights Agent under this AgreementAgreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or ; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Sections 18, 19, 20, 21, or this Section 27 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not be obligated also executed by the Rights Agent. The Company shall provide within three (3) Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 2728, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or including, without limitation, the Expiration Date; (d) otherwise change, amend, amend or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would (x) adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void pursuant to Section 7(e) hereof) as such such, (y) cause the Rights again to become redeemable or (z) cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent28. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Any such supplement or amendment shall be evidenced in writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided provided, however, that any supplement or amendment that does not amend Sections 18, 19, 20, 21, or this Section 28 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not be obligated also executed by the Rights Agent. The Company shall provide within three (3) Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. The Rights Agent acknowledges that time is of the essence in connection with its execution of any such proposed supplement or amendment. Any failure to execute such proposed supplement or amendment shall not affect the validity of the actions taken by the Board pursuant to this Section 28. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesCapital Stock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure prior to the Stock Acquisition Date, in any ambiguity contained hereinrespect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinafter the Stock Acquisition Date, (ci) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable that from and after such time as any Person becomes an Acquiring Person, this Agreement shall do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(e) hereof) as such satisfy any applicable law, rule or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in The Company and the Rights Agent may, subject to the terms of this Section 27Agreement, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitationRights (i) prior to the Flip-in Date, in order any respect and (ii) on or after the Flip-in Date, to (a) cure make any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, that from desirable and after such time as any Person becomes an Acquiring Person, this Agreement which shall not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (generally or in order to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with any other than provisions herein or otherwise defective. The Rights Agent will duly execute and deliver any supplement or amendment hereto requested by the Company which satisfies the terms of the preceding sentence, provided that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such any supplement or amendment shall be evidenced become effective immediately upon execution by a writing the Company, whether or not also executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend Notwithstanding anything contained in this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement and the Rights Agent shall not be bound by supplements or amendments not executed by it. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement. Prior to Agreement shall be effective without the Distribution Date, the interests consent of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in this Section 2728, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Personthe Distribution Date, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 2728. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; providedPROVIDED, howeverHOWEVER, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 2726, for so long as the Rights are redeemable pursuant to Section 22 hereof, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of Rights. From and after the time at which the Rights cease to be redeemable pursuant to Section 22 hereof, includingthe Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, or (div) otherwise change, amend, to amend or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person or certain of their transferees), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement again to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsentence. Upon the delivery of a certificate from an authorized officer Authorized Officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything herein to the contrary, the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rightsRights Agent’s own right, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except For as otherwise provided in this Section 27long as the Rights are then redeemable, the Company, by action of the Board, Corporation may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company Corporation so directs, supplement or amend any provision of this Agreement without the approval of any holders of the Rights. At any time when the Rights are not then redeemable, the Corporation may, and the Rights Agent shall if the Corporation so directs, supplement or amend this Rights Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights Certificates (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (diii) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company Corporation may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, supplement or amendment pursuant to this Agreement clause (iii) shall not be supplemented or amended in any manner that would materially adversely affect the interests interest of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionCertificates. Upon the delivery of a certificate from an authorized appropriate officer of the Company Corporation which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Rights Agreement to the Rights Agent shall not be obligated to enter into any contrary, no supplement or amendment shall be made which changes the Redemption Price or the Expiration Date and supplements or amendments may be made after the time that adversely affects any Person becomes an Acquiring Person only if at the rights, duties, obligations or immunities time of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests action of the holders Board of Rights shall be deemed coincident with the interests Directors approving such supplement or amendment there are then in office not less than two Continuing Directors and such supplement or amendment is approved by a majority of the holders of the Common SharesContinuing Directors then in office.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure prior to the Stock Acquisition Date, in any ambiguity contained hereinrespect, and (b) correct on or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained hereinafter the Stock Acquisition Date, (ci) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable that from and after such time as any Person becomes an Acquiring Person, this Agreement shall do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(e) hereof) as such satisfy any applicable law, rule or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, or Secretary of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 2728, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity contained herein, ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained herein, ; (c) shorten or lengthen any time period hereunder, or including, without limitation, the Expiration Date; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such the time as that any Person becomes an Acquiring Person, this Agreement shall may not be supplemented or amended in any manner that would (a) adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void pursuant to Section 7(e) hereof) as such such, (b) cause the Rights again to become redeemable or (c) cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent28. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Any such supplement or amendment shall be evidenced in writing signed by the Company and the Rights Agent. Upon the delivery of a certificate from an authorized officer of the Company which Authorized Officer that states that the proposed supplement or amendment is in compliance with the terms of this Section 2728, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities of the Rights Agent under this Agreement. The Rights Agent acknowledges that time is of the essence in connection with its execution of any such proposed supplement or amendment. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in the -------------------------- penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Right Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would -------- adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Rights Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this AgreementRedemption Price. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27Prior to the Distribution Date, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect respect, without the approval of any holders of Rights, includingby action of its Board of Directors, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment. From and after the Distribution Date, the Company may from time to time supplement or amend this Agreement without limitationthe approval of any holders of Rights, by action of its Board of Directors in order (i) to (a) cure any ambiguity contained hereinambiguity, (bii) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) to shorten or lengthen any time period hereunder, hereunder or (div) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable and which shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRights. Upon the delivery receipt of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance consistent with the terms of this Section 2727 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) cure for so long as the Rights are redeemable, in any ambiguity contained hereinrespect, and (b) correct or supplement at any provision contained herein that may be defective or inconsistent with any other provisions contained hereintime when the Rights are not redeemable, (ci) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner changes that the Company may deem necessary or desirable; provided, however, desirable that from and after such time as any Person becomes an Acquiring Person, this Agreement shall do not be supplemented or amended in any manner that would materially adversely affect the interests of the holders of Rights (other than Rights the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that have become null and void pursuant may be inconsistent with any other provision herein, including any change in order to Section 7(e) hereof) as such satisfy any applicable law, rule or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights; provided, includinghowever, that if the Board of Directors authorizes a supplement or amendment to this Agreement on or within one (1) year following the date of the first occurrence of an event set forth in the proviso to Section 23(a), then such supplement or amendment shall be effective only if there are Continuing Directors then in office and such supplement or amendment shall require the concurrence of a majority of such Continuing Directors. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained provision herein, (ciii) shorten or lengthen any time period hereunderhereunder (which lengthening or shortening, occurring on or within one (1) year following the date of the first occurrence of an event set forth in the proviso to Section 23(a), shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors), or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence; further, provided, that this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate Certificate from an authorized appropriate officer of the Company which that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.

Supplements and Amendments. Except as otherwise provided in the penultimate sentence of this Section 27, for so long as the CompanyRights are then redeemable, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, includingexcept as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without limitation, the approval of any holders of Rights Certificates in order to (ai) cure any ambiguity contained hereinambiguity, (bii) correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (ciii) shorten or lengthen any time period hereunder, or (div) otherwise change, amend, change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirable; provided, however, provided that from and after no such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented supplement or amended in any manner that would amendment adversely affect affects the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person) and no such amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this the Agreement again to become amendable other than in accordance with this Section 27sentence. Any such Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be evidenced by a writing executed by made which changes the Company and the Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionRedemption Price. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided provided, however, that the Rights Agent may, but shall not be obligated to to, enter into any such supplement or amendment that which adversely affects the Rights Agent's own rights, duties, obligations duties or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, The Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen to make any time period hereunder, or (d) otherwise change, amend, or supplement any other provisions hereunder in any manner that with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights.” 7. Exhibits A, B, and C to the Rights (Agreement shall be deemed amended in a manner consistent with this Amendment. Each reference in such Exhibits to “15%” shall be replaced with “10%.” 8. Except as expressly set forth in this Amendment all other than terms of the Rights that have become null Agreement and void pursuant the outstanding Rights shall remain in full force and effect. 9. This Amendment and each Right Certificate issued hereunder shall be deemed to Section 7(e) hereof) as such or cause this Agreement to become amendable other than be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 10. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Section 27Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature. 11. Any such supplement or amendment This Amendment shall be evidenced by a writing executed by effective as of the Company date first above written and all references to the Rights AgentAgreement (including each reference to “hereof,” “hereunder,” “hereto,” “herein,” “hereby,” and each similar reference contained in the Rights Agreement, such as “this Agreement”) shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby. 12. Without limiting the foregoing, The undersigned officer of the Company, by action being duly authorized on behalf of the BoardCompany, may at any time before any Person becomes hereby certifies in his capacity as an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized officer on behalf of the Company which states to the Rights Agent that the proposed supplement or amendment this Amendment is in compliance with the terms of this the Rights Agreement, including Section 2727 thereof. 13. By its execution and delivery hereof, the Company directs the Rights Agent shall to execute such supplement or amendment; provided that the Rights Agent shall not be obligated to enter into any supplement or amendment that adversely affects the rights, duties, obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAmendment.

Supplements and Amendments. Except For so long as otherwise provided in this Section 27the Rights are then redeemable, the Company, by action subject to the terms of the Boardthis Section 26, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, supplement or amend any provision of this Agreement Plan in any respect without the approval of any holders of RightsRights or Common Stock. From and after the time that the Rights are no longer redeemable, includingthe Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Plan without limitation, in order the approval of any holders of Rights (i) to (a) cure any ambiguity contained herein, (b) or to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, herein or (dii) otherwise change, amend, to make any other changes or supplement any provisions in regard to matters or questions arising hereunder in any manner that which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that from and after no such time as any Person becomes an Acquiring Person, this Agreement supplement or amendment shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights that have again to become null and void pursuant to Section 7(e) hereof) as such redeemable or cause this Agreement Plan again to become amendable as to an Acquiring Person or an Affiliate or Associate of an Acquiring Person other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by sentence; provided further, that the Company and the Rights Agent. Without limiting the foregoing, the Company, by action right of the Board, may at Board to extend the Distribution Date shall not require any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person amendment or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transactionsupplement hereunder. Upon the delivery of a certificate from an authorized officer of the Company Company’s Chief Executive Officer, Chief Financial Officer, treasurer, assistant treasurer, secretary or assistant secretary which states that the proposed supplement or amendment is in compliance with the terms of this Section 2726, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything in this Plan to the contrary, the Rights Agent shall not be obligated required to enter into execute any supplement or amendment to this Plan that it has determined would adversely affects the affect its own rights, duties, obligations or immunities of under this Plan. No supplement or amendment to this Plan shall be effective unless duly executed by the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common SharesAgent.

Supplements and Amendments. Except as otherwise provided in Subject to the last sentence of this Section 27, the Company, by action of the Board, Company may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Rights Agreement in any respect without the approval of any holders of Rights, including, without limitation, Right Certificates in order to (a) to cure any ambiguity contained hereinambiguity, (b) to correct or supplement any provision contained herein that which may be defective or inconsistent with any other provisions contained herein, (c) to shorten or lengthen any time period hereunderhereunder (including without limitation to extend the Final Expiration Date), (d) to increase or decrease the Purchase Price, or (de) otherwise change, amend, to change or supplement any the provisions hereunder in any manner that which the Company may deem necessary or desirabledesirable including but without limitation in connection with the Recapitalization and/or the Conversion (if any); provided, however, that from and after such time as any Person becomes an Acquiring Person, this Rights Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights; provided further that this Rights (other than Rights that have become null and void Agreement may not be supplemented or amended to lengthen pursuant to Section 7(eclause (c) hereofof this sentence, (A) the time period relating to the when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or cause this Agreement clarifying the rights of, and/or the benefits to, the holders of the Rights; provided further that the Company shall have the right to become amendable other than in accordance with this Section 27. Any make unilaterally any changes necessary to facilitate the appointment of a successor Rights Agent, which such supplement or amendment changes shall be evidenced by set forth in a writing executed by the Company or by the Company and the such successor Rights Agent. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon the delivery of a certificate from an authorized appropriate officer of the Company which states that the proposed supplement or amendment (including, without limitation, in connection with the Recapitalization) is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything herein to the Rights Agent shall not be obligated to enter into contrary, any supplement or amendment that adversely affects the rights, Rights Agent’s own duties, obligations or immunities under this Rights Agreement shall require the prior written consent of the Rights Agent under this Agreement. Prior to the Distribution DateAgent, the interests of the holders of Rights which shall not be deemed coincident with the interests of the holders of the Common Sharesunreasonably withheld.

Supplements and Amendments. Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order to Rights (a) for so long as the Rights are redeemable, in any respect, and (b) at any time when the Rights are not redeemable, (i) to make any changes that the Company may deem necessary or desirable that do not materially adversely affect the interests of the holders of Rights (other than the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity contained herein, or (biii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions contained provision herein, (c) shorten including any change in order to satisfy any applicable law, rule or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agentregulation. Without limiting the foregoing, the Company, by action of the Board, may may, at any time before any Person becomes an Acquiring Person Person, amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Upon For the delivery avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company. The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided that the Company has delivered to the Rights Agent a certificate from an the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the Company which Company, that states that the proposed supplement or amendment is in compliance complies with the terms of this Section 27Agreement. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall execute such supplement or amendment; provided that the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects affects the Rights Agent’s own rights, duties, immunities or obligations or immunities of the Rights Agent under this Agreement. Prior to the Distribution DateTime, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the shares of Common SharesStock.

Supplements and Amendments. Except as otherwise provided in this Section 27, the The Company, by action of the Boardits Board of Directors, may from time to time and in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the approval of any holders of Rights, including, without limitation, in order Rights to (a) cure any ambiguity contained herein, (b) correct or supplement make any provision contained herein that may be defective or inconsistent with any other provisions contained herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement any provisions hereunder in any manner that respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent whether or not it would adversely affect the holders of Rights; provided, however, that from and after such time as any Person becomes an Acquiring Persona Distribution Date, this Agreement shall not be supplemented or amended in any manner that which would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to Section 7(e11(a)(ii) hereof) as such or cause this Agreement to become amendable other than in accordance with this Section 27. Any such supplement or amendment shall be evidenced by a writing executed by the Company and the Rights Agent). Without limiting the foregoing, the Company, by action of the Boardits Board of Directors, may at any time before any Person becomes an Acquiring Person prior to a Distribution Date amend this Agreement (A) to make the provisions of this Agreement inapplicable to a particular transaction by which or with a Person might that would or may otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction, and (B) to lower the thresholds set forth in Sections 1(a) and 3(a). Upon the delivery of a certificate from an authorized appropriate officer of the Company which and, if requested by the Rights Agent, an opinion of counsel that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided that . Notwithstanding anything contained herein to the contrary, the Rights Agent may, but shall not be obligated to to, enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations obligations, or immunities of the Rights Agent under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Shares.