Fill and Sign the 203 because a New York Court Has Held that Certain Stockholders Rights Plans Known as Form

§8.203 Because a New York court has held that certain stockholders' rights plans known as "flip in" rights plans violate the New York Business Corporation Law, but the Delaware courts have generally upheld stockholders' rights plans adopted by Delaware corporationsShareholders' Rights Plans. In recent years, many United States corporations have adopted shareholders' rights plans. Such rights plans generally grant additional rights to shareholders while precluding certain interested shareholders from participating in the exercise of such rights. A New York court has held that certain shareholders' rights plans known as "flip in" rights plans violate the NYBCL by discriminating against shareholders of the same class. The NYBCL was amended to specifically permit the adoption of rights plans by certain New York resident domestic corporations (as defined above) which preclude or limit the exercise of such rights by interested shareholders. As previously discussed, under current circumstances, the Corporation is not a resident domestic corporation and, accordingly, does not believe that the amendment to the NYBCL applies to it. The Delaware courts have generally upheld shareholders' rights plans adopted by Delaware corporations. While there is currently no proposal before the Board of Directors to consider adopting a shareholders' rights plan, subsequent to the Reincorporation, the Board of Directors would not be precluded from adopting such a plan and may, in the future do so, if the Board of Directors determines that adopting such a plan would be in the best interest of the Corporation and its shareholders. Datascope Corp. 10/30/89