determines, in its sole discretion, that the acquisition of
beneficial ownership of Common Shares by the Requesting Person
will not jeopardize or endanger the availability to the Company
of any tax benefits. Any exemption granted may be granted in
whole or in part, and may be subject to limitations or
conditions (including that the exemption be of a limited
duration, a requirement that the Requesting Person agree that
it will not acquire beneficial ownership of Common Shares in
excess of the maximum number and percentage of shares approved
by the Board or that it will not make another Exemption
Request), in each case as and to the extent the Board shall
determine necessary or desirable to provide for the protection
of the Companys tax benefits.

The 2017 NOL Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights are transferable with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating
the 2017 NOL Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender or transfer of any certificates for
Common Shares outstanding as of the Record Date, even without
such notation or a copy of the summary of rights being attached
thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights (Right
Certificates) will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the
Rights; provided that the Company and the Rights Agent are
permitted to amend the 2017 NOL Rights Agreement to provide for
uncertificated Rights in addition to or in place of Rights
evidenced by Right Certificates.

Exercisability of Rights

The Rights are not exercisable until the Distribution Date. The
Rights will expire on the Final Expiration Date, as defined
below, unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company, in
each case as described below. Until a Right is exercised, the
holder thereof, as such, will have no rights as a stockholder
of the Company, including, without limitation, the right to
vote or to receive dividends. The Final Expiration Date means
the earliest of the close of business on (1)April6, 2018,
(2)the effective date of the repeal of Section382 or any
successor statute if the Board determines that the 2017 NOL
Rights Agreement is no longer necessary or desirable for the
preservation of tax benefits, (3)the first day of a taxable
year of the Company to which the Board determines that no tax
benefits may be carried forward, or (4)the date of the final
adjournment of the Companys 2017 annual meeting of stockholders
if, following the final closing of the polls at such meeting,
stockholder approval of the 2017 NOL Rights Agreement has not
been obtained.

The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable or payable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution. The number of outstanding Rights and
the number of one one-thousandths of a Preferred Share issuable
upon exercise of each Right are also subject to adjustment in
the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares, or
subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the Distribution
Date. With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-thousandth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares
on the last trading day prior to the date of exercise.

Terms of Preferred Shares

Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1 per share
but will be entitled to an aggregate dividend of 1,000 times
the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $80
per share, but will be entitled to an aggregate payment of
1,000 times the payment made per Common Share. Each Preferred
Share will have 1,000votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 1,000

times the amount received per Common Share. These rights are
protected by customary anti-dilution provisions. Because of the
nature of the Preferred Shares dividend, liquidation and voting
rights, the value of one one-thousandth of a Preferred Share
should approximate the value of one Common Share. The Preferred
Shares would rank junior to any other series of the Companys
preferred stock.

Trigger of FlipIn and FlipOver Rights

In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person or any
affiliate or associate thereof (which will thereafter be void),
will thereafter have the right to receive upon exercise, in
lieu of one one-thousandths of a Preferred Share, that number
of Common Shares having a market value equal to two times the
exercise price of the Right. This right will commence on the
date that a person has become an Acquiring Person (or the
effective date of a registration statement relating to the
securities purchasable upon exercise of the Rights, if later).

In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power are sold to an Acquiring
Person, its affiliates or associates or certain other persons
in which such persons have an interest, proper provision will
be made so that each such holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the
exercise price of the Right.

Redemption and Exchange of Rights

At any time prior to the earliest of (i)the day that a person
has become an Acquiring Person, or (ii)the Final Expiration
Date, the Board may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the Redemption Price),
which may be paid in cash, Common Shares or any other
consideration deemed appropriate by the Board. In general, the
redemption of the Rights may be made effective at such time on
such basis with such conditions as the Board in its sole
discretion may establish. Immediately upon any redemption of
the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the
Redemption Price.

At any time after any Person becomes an Acquiring Person and
prior to the acquisition by such person or group of affiliated
or associated persons of 50% or more of the outstanding Common
Shares, the Board may exchange the Rights (other than Rights
owned by such person or group of affiliated or associated
persons which will have become void), in whole or in part, at
an exchange ratio of one Common Share per Right. Under certain
circumstances set forth in the 2017 NOL Rights Agreement, in
lieu of Common Shares, the Company may exchange cash, property
or other securities of the Company, including fractions of a
Preferred Share (or of a share of a class or series of the
Companys preferred stock having equivalent designations and the
powers, preferences and rights, and the qualifications,
limitations and restrictions) with value equal to such Common
Shares.

Amendment of Rights

The terms of the Rights generally may be amended by the Board
without the consent of the holders of the Rights, except that
from and after the time that the Rights are no longer
redeemable, no such amendment may adversely affect the
interests of the holders of the Rights (excluding the interests
of any Acquiring Person and any group of affiliated or
associated persons).

Potential Antitakeover Impact

The reason the Board approved the 2017 NOL Rights Agreement is
to preserve the long-term value of the Companys NOLs. However,
the 2017 NOL Rights Agreement, could also be deemed to have an
antitakeover effect because, among other things, it restricts
the ability of a person, entity or group to accumulate more
than 4.99% of Common Shares and the ability of persons,
entities or groups now owning more than 4.99% of Common Shares
to acquire additional Common Shares without the approval of the
Board and because an Acquiring Person may be diluted upon the
occurrence of a triggering event. Accordingly, the overall
effects of the 2017 NOL Rights

Agreement may render more difficult, or discourage, a merger,
tender offer, proxy contest or assumption of control by a
substantial holder of the Companys securities.

The foregoing is only a summary of the material terms of the
2017 NOL Rights Agreement and is qualified in its entirety by
reference to the available text of the 2017 NOL Rights
Agreement, a copy of which is filed with this Current Report on
Form8-K as Exhibit4.2.

Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the 2017 NOL Rights
Agreement described in Item 3.03 above, the Board approved an
Amended and Restated Certificate of Designation of SeriesA
Junior Participating Preferred Stock (the Certificate of
Designation). The Certificate of Designation was filed with the
Secretary of State of the State of Delaware and became
effective on April7, 2017. The Certificate of Designation is
attached hereto as Exhibit3.1, 4.1 and incorporated herein by
reference. The description of the rights and preferences of the
SeriesA Junior Participating Preferred Stock in Item 3.03 is
incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

(d)Exhibits