Exhibit 4.1


 


GENESIS HEALTHCARE, INC.


 


and


 


EQUINITI TRUST COMPANY


 


as Rights Agent,


 


TAX BENEFITS PRESERVATION PLAN


 


Dated as of March 11, 2021


 









    


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1.	Certain Definitions	1
	Section 2.	Appointment of Rights Agent	7
	Section 3.	Issuance of Rights Certificates	8
	Section 4.	Form of Rights Certificates	10
	Section 5.	Countersignature and Registration	11
	Section 6.	Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	11
	Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	12
	Section 8.	Cancellation and Destruction of Rights Certificates	14
	Section 9.	Reservation and Availability of Capital Stock	14
	Section 10.	Preferred Stock Record Date	16
	Section 11.	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	17
	Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	25
	Section 13.	Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	25
	Section 14.	Fractional Rights and Fractional Shares	28
	Section 15.	Rights of Action	29
	Section 16.	Agreement of Rights Holders	30
	Section 17.	Rights Certificate Holder Not Deemed a Stockholder	30
	Section 18.	Concerning the Rights Agent	31
	Section 19.	Merger or Consolidation or Change of Name of the Rights Agent	31
	Section 20.	Duties of Rights Agent	32
	Section 21.	Change of Rights Agent	34
	Section 22.	Issuance of New Rights Certificates	34
	Section 23.	Redemption and Termination	35
	Section 24.	Exchange	36
	Section 25.	Notice of Certain Events	37
	Section 26.	Notices	38
	Section 27.	Supplements and Amendments	39
	Section 28.	Successors	39
	Section 29.	Determinations and Actions by the Board, etc	39
	Section 30.	Benefits of this Agreement	40
	Section 31.	Severability	40
	Section 32.	Governing Law	40
	Section 33.	Counterparts	40
	Section 34.	Interpretation	40
	Section 35.	Force Majeure	41




 






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EXHIBITS


 


	Exhibit A –	Form of Certificate of Designation,
    Preferences and Rights of Series A Junior Participating Preferred Stock
	Exhibit B –	Form of Rights Certificates
	Exhibit C –	Form of Summary of Rights to Purchase Preferred
    Stock




 






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TAX BENEFITS PRESERVATION PLAN


 


This TAX BENEFITS PRESERVATION PLAN, dated
as of March 11, 2021 (this “Agreement”), is by and between Genesis Healthcare, Inc., a Delaware corporation
(the “Company”), and Equiniti Trust Company, as rights agent (the “Rights Agent”).


 


W I T N E S S E T H:


 


WHEREAS, on March 11, 2021 (the “Rights
Dividend Declaration Date”), the board of directors of the Company (the “Board”) (i) adopted
resolutions creating a series of preferred stock designated as “Series A Junior Participating Preferred Stock”
and authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter
defined) of the Company outstanding at the Close of Business (as hereinafter defined) on March 11, 2021 (the “Record
Date”); and (ii) authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the
provisions of Section 11(p) hereof) for each share of Common Stock of the Company issued (whether as an original issuance
or from the Company’s treasury) between the Record Date and the earlier of the Distribution Date and the Expiration Date
(as such terms are hereinafter defined) and in certain other circumstances provided herein;


 


WHEREAS, each Right initially represents the
right to purchase one one-hundredth (1/100) of a share of Preferred Stock (as hereinafter defined), having the rights, powers and
preferences set forth in the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock, attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the “Rights”);
and


 


WHEREAS, the Company has generated or expects
to generate certain Tax Benefits (as hereinafter defined) for United States federal income tax purposes (which Tax Benefits may
potentially provide valuable benefits to the Company), and the Company desires to avoid an “ownership change” within
the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor
provision or replacement provision, and the Treasury Regulations (as hereinafter defined) promulgated thereunder, and thereby preserve
the Company’s ability to fully utilize such Tax Benefits and certain built-in losses, and, in furtherance of such objective,
the Company desires and intends to enter into this Agreement.


 


NOW, THEREFORE, in consideration of the premises
and the mutual agreements set forth herein, the parties hereto hereby agree as follows:


 


Section 1.      Certain
Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


(a)   “Acquiring
Person” shall mean any Person (as hereinafter defined) who or which, together with all Affiliates and Associates (as
such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as hereinafter defined) of 4.9% or more of the
shares of Common Stock then outstanding, whether or not such person continues to be the Beneficial Owner of 4.9% or more of the
shares of Common Stock then outstanding, but shall not include:


 


(i)            any
Exempt Person (as hereinafter defined);


 






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(ii)           any
Person that becomes a Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding as a result of (x) a
reduction in the number of Company Securities (as hereinafter defined) outstanding due to the repurchase of Company Securities
by the Company or (y) a stock dividend, stock split, reverse stock split or similar transaction effected by the Company, in
each case unless and until such Person increases its Percentage Stock Ownership (as hereinafter defined) by more than one (1) percentage
point over such Person’s lowest Percentage Stock Ownership on or after the consummation of the relevant transaction, excluding
for these purposes any increase resulting from any subsequent transaction described in clauses (x) and (y) of this Section 1(a)(ii) or
shares the Beneficial Ownership of which was acquired with the Prior Approval of the Company (as hereinafter defined);


 


(iii)          any
Person that becomes a Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding as a result of an exchange
of Class A units of FC-GEN Operations Investment, LLC, a Delaware limited liability company, for shares of Common Stock unless
and until (x) such Person acquires one or more shares of Common Stock other than through such exchange and on or after the
date of such exchange or (y) such Person’s ownership of Common Stock after such exchange exceeds the sum of (A) the
Common Stock owned by such Person on March 11, 2021 and (B) the Common Stock received in the exchange, excluding for
these purposes any increase resulting from any subsequent transaction described in clauses (x) and (y) of Section 1(a)(ii) or
shares the Beneficial Ownership of which was acquired with the Prior Approval of the Company;


 


(iv)         Welltower
Inc., a Delaware corporation (“Welltower”), unless and until such Person acquires one or more shares of Common
Stock other than (x) Common Stock issued by the Company to Welltower or its Affiliates pursuant to the exercise of a warrant
issued by the Company and (y) Common Stock issued by the Company to Welltower or its Affiliates, in each case pursuant to
the Transaction Agreement between the Company and Welltower dated as of March 2, 2021, excluding for these purposes any increase
resulting from any subsequent transaction described in clauses (x) and (y) of Section 1(a)(ii) or shares the
Beneficial Ownership of which was acquired with the Prior Approval of the Company;


 


(v)          any
Person that, together with all Affiliates and Associates of such Person, (x) was a Beneficial Owner of 4.9% or more of the
shares of Common Stock then outstanding on the date hereof (as disclosed in public filings with the Securities and Exchange Commission
on the date of this Agreement), or (y) becomes a Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding
as a result of a transaction pursuant to which such Person received the Prior Approval of the Company, unless after the date of
this Agreement or the date of the relevant transaction, as applicable, such Person (A) increases its Percentage Stock Ownership
by more than one (1) percentage point over such Person’s lowest Percentage Stock Ownership on or after the date of this
Agreement or the date of the relevant transaction, as applicable, excluding for these purposes any increase resulting from any
subsequent transaction described in clauses (x) and (y) of Section 1(a)(ii) or shares the Beneficial Ownership
of which was acquired with the Prior Approval of the Company; or (B) decreases its Percentage Stock Ownership below 4.9% (it
being understood, for the avoidance of doubt, that no Person shall become an Acquiring Person solely on the basis of the exercise
or settlement of options or similar rights outstanding as of the date hereof);


 






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(vi)        any
Person that, within ten (10) Business Days (as hereinafter defined) of being requested by the Company to do so, certifies
to the Company that such Person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who
or which, together with all Affiliates and Associates, thereafter within ten (10) Business Days following such certification
disposes of such number of shares of Common Stock so that it, together with all Affiliates and Associates, ceases to be an Acquiring
Person; provided, however, that if the Person requested to so certify or dispose of shares of Common Stock fails
to do so within ten (10) Business Days, then such Person shall become an Acquiring Person immediately after such ten (10) Business
Day period; or


 


(vii)        any
Person that the Board has affirmatively determined in its sole discretion, prior to the Distribution Date, in light of the intent
and purposes of this Agreement or other circumstances facing the Company, shall not be deemed an Acquiring Person, for so long
as such Person complies with any limitations or conditions required by the Board in making such determination.


 


For purposes of determining the Beneficial Ownership or Percentage
Stock Ownership of any Person, any Company Securities described in clause (vi) of the definition thereof shall be treated
as exercised for purposes of determining the numerator but not for purposes of determining the denominator used to calculate such
Person’s Beneficial Ownership or Percentage Stock Ownership.


 


(b)           “Act”
shall mean the Securities Act of 1933, as amended.


 


(c)            “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act. The terms “Affiliate” and “Associate” shall also include,
with respect to any Person, any other Person whose shares of Common Stock would be deemed to be constructively owned by such first
Person, owned by a single “entity” as defined in Section 1.382-3(a)(1) of the Treasury Regulations with respect
to such first Person, or otherwise aggregated with shares owned by such first Person pursuant to the provisions of Section 382
of the Code, or any successor provision or replacement provision, and the Treasury Regulations promulgated thereunder.


 


(d)            “Agreement”
shall have the meaning set forth in the preamble to this Agreement.


 






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(e)           A
Person shall be deemed the “Beneficial Owner” of, have “Beneficial Ownership” of and to “beneficially
own” any Company Securities which such Person directly owns, would be deemed constructively to own pursuant to Sections
1.382-2T(h) and 1.382-4(d) of the Treasury Regulations, owns pursuant to a “coordinated acquisition” treated
as a single “entity” as defined in Section 1.382-3(a)(1) of the Treasury Regulations, or are otherwise aggregated
with Company Securities owned by such Person, pursuant to the provisions of Section 382 of the Code, or any successor provision
or replacement provision, and the Treasury Regulations promulgated thereunder.


 


(f)            “Board”
shall have the meaning set forth in the recitals to this Agreement.


 


(g)           “Book
Entry” shall mean an uncertificated book entry for the Common Stock.


 


(h)           “Business
Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York
are authorized or obligated by law or executive order to close.


 


(i)            “Close
of Business” on any given date shall mean 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day, it shall mean 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(j)            “Code”
shall have the meaning set forth in the recitals to this Agreement.


 


(k)           “Common
Stock” shall mean the Class A shares of common stock, par value $0.001 per share, of the Company, except that “Common
Stock” when used with reference to any Person other than the Company shall mean the capital stock of such Person with the
greatest voting power, or the equity securities or other equity interests having power to control or direct the management, of
such Person or, if such Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned
Person.


 


(l)            “Common
Stock Equivalents” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(m)           “Company”
shall have the meaning set forth in the preamble to this Agreement, except as otherwise provided in Section 13(a) hereof.


 


(n)           “Company
Securities” shall mean (i) shares of Common Stock of the Company, (ii) shares of preferred stock (other than
preferred stock described in Section 1504(a)(4) of the Code) of the Company, (iii) any other interest that would
be treated as “stock” of the Company pursuant to Section 1.382-2T(f)(18) of the Treasury Regulations, and (iv) warrants,
rights, convertible debt or options (including options within the meaning of Section 1.382-4(d)(9) of the Treasury Regulations)
to purchase Company Securities referred to in clauses (i), (ii) and (iii).


 






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(o)            “Current
Market Price” shall have the meaning set forth in Section 11(d)(i) hereof.


 


(p)            “Current
Value” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(q)            “Distribution
Date” shall have the meaning set forth in Section 3(a) hereof.


 


(r)            “Equivalent
Preferred Stock” shall have the meaning set forth in Section 11(b) hereof.


 


(s)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(t)            “Exchange
Ratio” shall have the meaning set forth in Section 24(a) hereof.


 


(u)            “Exempt
Person” shall mean the Company or any Subsidiary (as hereinafter defined) of the Company, in each case, including, without
limitation, in its fiduciary capacity, or any employee benefit plan of the Company, or of any Subsidiary of the Company, or any
entity or trustee holding (or acting in a fiduciary capacity in respect of) Common Stock for or pursuant to the terms of any such
plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or any Subsidiary
of the Company.


 


(v)            “Expiration
Date” shall have the meaning set forth in Section 7(a) hereof.


 


(w)            “Final
Expiration Date” shall mean the date upon which the Rights expire and shall mean 11:59 p.m., New York City time, on March 11,
2024, which date may be extended for successive three-year periods so long as the Board approves such extension prior to the Final
Expiration Date then in effect.


 


(x)            “Flip-In
Event” shall have the meaning set forth in Section 11(a)(ii) hereof.


 


(y)            “Flip-In
Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(z)            “NYSE”
shall mean the New York Stock Exchange.


 


(aa)          “Percentage
Stock Ownership” shall mean the percentage stock ownership interest as determined in accordance with Sections 1.382-2(a)(3),
1.382-2T(g), (h), (j) and (k), 1.382-3(a), and 1.382-4(d) of the Treasury Regulations; provided, however,
that for the sole purpose of determining the percentage stock ownership of any entity (and not for the purpose of determining the
percentage stock ownership of any other Person), Company Securities held by such entity shall not be treated as no longer owned
by such entity pursuant to Section 1.382-2T(h)(2)(i)(A) of the Treasury Regulations.


 






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(bb)         “Person”
shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, trust, association,
syndicate or other entity, group of persons making a “coordinated acquisition” of Company Securities or otherwise treated
as an entity within the meaning of Treasury Regulations Section 1.382-3(a)(1) or otherwise, and includes an unincorporated
group of persons who, by formal or informal agreement or arrangement (whether or not in writing), have embarked on a common purpose
or act, and also includes any successor (by merger or otherwise) of any such individual or entity.


 


(cc)          “Preferred
Stock” shall mean shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company,
and, to the extent that there are not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized
to permit the full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing
terms substantially similar to the terms of the Series A Junior Participating Preferred Stock, having the rights and preferences
set forth in the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred
Stock attached hereto as Exhibit A.


 


(dd)         “Principal
Party” shall have the meaning set forth in Section 13(b) hereof.


 


(ee)          “Prior
Approval of the Company” shall mean the prior express written consent of the Company to the actions in question, executed
on behalf of the Company by a duly authorized officer of the Company following express approval by action of at least a majority
of the members of the Board then in office; provided that a Person shall be treated as having received the Prior Approval
of the Company for an acquisition of Company Securities if such Person acquires such Company Securities from the Company pursuant
to an issuance by the Company that was approved by, or that was authorized pursuant to an agreement that was approved by, the Board
(or a duly authorized committee thereof). The issuance of Common Stock upon the exercise or conversion of any Company Securities
so approved shall also be treated as having received the Prior Approval of the Company.


 


(ff)           “Purchase
Price” shall have the meaning set forth in Section 7(b) hereof.


 


(gg)         “Record
Date” shall have the meaning set forth in the recitals to this Agreement.


 


(hh)         “Redemption
Price” shall have the meaning set forth in Section 23(a) hereof.


 


(ii)            “Rights”
shall have the meaning set forth in the recitals to this Agreement.


 


(jj)            “Rights
Agent” shall have the meaning set forth in the preamble to this Agreement.


 


(kk)          “Rights
Certificates” shall have the meaning set forth in Section 3(a) hereof.


 






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(ll)            “Rights
Dividend Declaration Date” shall have the meaning set forth in the recitals to this Agreement.


 


(mm)        “Section 13
Event” shall mean any event described in clauses (i), (ii) or (iii) of Section 13(a) hereof.


 


(nn)         “Spread”
shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(oo)            “Stock
Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed or amended pursuant to Section 13(d) under the Exchange Act) by the Company or an
Acquiring Person that an Acquiring Person has become such.


 


(pp)         “Subsidiary”
shall mean, with reference to any Person, any corporation or other entity of which an amount of voting securities (or other ownership
interests having ordinary voting power) sufficient to elect or appoint at least a majority of the board of directors (or other
Persons having similar functions) of such corporation or other entity are at the time, directly or indirectly, beneficially owned,
or otherwise controlled by such Person.


 


(qq)         “Substitution
Period” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(rr)           “Summary
of Rights” shall have the meaning set forth in Section 3(b) hereof.


 


(ss)          “Tax
Benefits” shall mean a current year net operating loss and the net operating loss carryovers, capital loss carryovers,
disallowed interest carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit
carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of
Section 382 of the Code, or any successor provision or replacement provision, and the Treasury Regulations promulgated thereunder,
of the Company or any of its Subsidiaries.


 


(tt)           “Trading
Day” shall have the meaning set forth in Section 11(d)(i) hereof.


 


(uu)         “Treasury
Regulations” shall mean the regulations promulgated under the Code, as such regulations may be amended from time to time.


 


(vv)         “Triggering
Event” shall mean any Flip-In Event or any Section 13 Event.


 


Section 2.               Appointment
of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall, prior to the Distribution Date, also be the holders of the Common Stock)
in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from
time to time appoint such co-rights agents as it may deem necessary or desirable.


 






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Section 3.               Issuance
of Rights Certificates.


 


(a)            Until
the earlier of (i) the Close of Business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth
(10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date),
or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as the Board shall determine) after the
date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the
meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof,
such Person would become an Acquiring Person (the earlier of clauses (i) and (ii) being herein referred to as the “Distribution
Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this
Section 3) by the certificates for the Common Stock registered in the names of the holders thereof (or, for Book Entry shares,
the notations in the respective accounts for the Common Stock) and not by separate Rights Certificates, and (y) the Rights
will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the
Company). As soon as practicable after the Distribution Date, but subject to the following sentence, the Rights Agent will send
by such means as may be selected by the Company, to each record holder of the Common Stock as of the Close of Business on the Distribution
Date (other than any Acquiring Person or any Affiliate or Associate of an Acquiring Person), at the address of such holder shown
on the records of the Company, one or more Rights Certificates, in substantially the form attached hereto as Exhibit B (the
 “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as
provided herein. To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company
may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received
by Persons whose Rights would be null and void under Section 7(e) hereof. Receipt by any Person of a Rights Certificate
with respect to any Rights shall not preclude a later determination that such Rights are null and void pursuant to Section 7(e) hereof.
In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof,
at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments
(in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed
and cash is paid in lieu of any fractional Rights. Except as otherwise provided in this Agreement, as of and after the Distribution
Date, the Rights will be evidenced solely by such Rights Certificates.


 


(b)           The
Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights to Purchase Preferred
Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), to any holder
of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock
(or Book Entry shares of Common Stock) outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until
the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock (or, for Book Entry shares,
the notations in the respective accounts for the Common Stock) and the registered holders of the Common Stock shall also be the
registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of
any shares of Common Stock in respect of which Rights have been issued, with or without a copy of the Summary of Rights, shall
also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary
contained herein, upon the effectiveness of a redemption pursuant to Section 23 hereof or an exchange pursuant to Section 24
hereof, the Company shall not thereafter issue any additional Rights, and for the avoidance of doubt, no Rights shall be attached
to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at
any time thereafter.


 






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(c)            Rights
shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s
treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or in certain circumstances
provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall also
be deemed to be certificates for Rights, and shall bear substantially the following legend if such certificates are issued after
the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or in certain circumstances provided
in Section 22 hereof, after the Distribution Date:


 


This certificate
also evidences and entitles the holder hereof to certain Rights as set forth in the Tax Benefits Preservation Plan by and between
Genesis Healthcare, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company (or any successor
rights agent, the “Rights Agent”), dated as of March 11, 2021 (as originally executed and as it may be
amended or restated from time to time, the “Tax Benefits Preservation Plan”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain
circumstances, as set forth in the Tax Benefits Preservation Plan, such Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Tax Benefits
Preservation Plan, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Tax Benefits Preservation Plan, Rights issued to, or held by, any Person who is, was or
becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Tax Benefits Preservation Plan),
whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void and will no longer
be transferable.


 


With respect to any Book Entry shares of Common Stock, such
legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such
certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares,
until the Distribution Date the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall
be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry
share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented
thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the
Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall
not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.


 






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Notwithstanding this Section 3(c),
neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability
of any part of this Agreement or the rights of any holder of the Rights.


 


Section 4.               Form of
Rights Certificates.


 


(a)           The
Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof), when and if
issued, shall each be in substantially the form attached hereto as Exhibit B and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights
may from time to time be listed or quoted, or to conform to usage. Subject to the provisions of, and conditioned upon, this Agreement,
the Rights Certificates, whenever distributed, shall be dated as of the Record Date, or, in the case of Rights with respect to
Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the share certificate evidencing
such shares, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths (1/100) of a share
of Preferred Stock as shall be set forth therein at the price set forth therein, but the amount and type of securities purchasable
upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein.


 


(b)           Any
Rights Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights
beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person; (ii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such;
(iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring Person (or such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or such Associate
or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or Affiliate) has any continuing plan, agreement,
arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board
has determined is part of a plan, agreement, arrangement or understanding (whether or not in writing) which has as a primary purpose
or effect the avoidance of Section 7(e) hereof; or (iv) subsequent transferees of such Persons described in clause
(i), (ii) or (iii) of this sentence, and any Rights Certificate issued pursuant to Section 6 or Section 11
hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain
(to the extent feasible) a legend in substantially the following form:


 


The Rights represented by this
Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate
of an Acquiring Person (as such terms are defined in the Tax Benefits Preservation Plan). Accordingly, this Rights Certificate
and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Tax
Benefits Preservation Plan.


 






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Section 5.               Countersignature
and Registration.


 


(a)            The
Rights Certificates shall be duly executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary
or Assistant Secretary, either manually or by facsimile or electronic signature, and shall have affixed thereto the Company’s
seal or a facsimile or electronic copy thereof which shall be attested to by the Secretary or any Assistant Secretary of the Company,
either manually or by facsimile or electronic signature. The Rights Certificates shall be countersigned by the Rights Agent, either
manually, by facsimile or electronic signature, and shall not be valid for any purpose unless so countersigned. In case any officer
of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature
by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Rights
Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company
by any Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to
sign such Rights Certificate, although as of the date hereof any such Person was not such an officer.


 


(b)            Following
the Distribution Date, the Rights Agent shall keep, or cause to be kept, at its principal office or offices designated by the Rights
Agent as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer
of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights
Certificates.


 


Section 6.               Transfer,
Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.


 


(a)            Subject
to the provisions of this Agreement, at any time after the Close of Business on the Distribution Date, and at or prior to the Close
of Business on the Expiration Date, any Rights Certificate or Rights Certificates (other than Rights Certificates representing
Rights that may have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for
another Rights Certificate or Rights Certificates, entitling the registered holder to purchase a like number of one one-hundredths
(1/100) of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets,
as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitle such holder (or former holder in
the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate
or Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate
or Rights Certificates to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agent
designated for such purpose. Notwithstanding anything to the contrary contained herein, neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until
the registered holder shall have properly completed and duly executed the certificate contained in the form of assignment on the
reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights
Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24 hereof, countersign and deliver
to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may
require payment from any holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.


 






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(b)            Subject
to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by
the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a
Rights Certificate and the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof, and,
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Rights Certificate, if mutilated, the Company will execute and deliver a new Rights Certificate of like tenor to the Rights
Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or
mutilated.


 


Section 7.               Exercise
of Rights; Purchase Price; Expiration Date of Rights.


 


(a)            Subject
to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in
part upon surrender of the Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse
side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated
for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths
(1/100) of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to the time that is the earliest of (i) the Final Expiration Date, (ii) the
time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, (iii) the time
at which the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits and
(iv) the Close of Business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits
may be carried forward (the earliest of clauses (i)-(iv) being herein referred to as the “Expiration Date”).


 


(b)            The
purchase price for each one one-hundredth (1/100) of a share of Preferred Stock pursuant to the exercise of a Right initially shall
be four dollars and fifty cents ($4.50) (the “Purchase Price”), subject to adjustment from time to time as provided
in Section 11 and Section 13 hereof and shall be payable in lawful money of the United States of America in accordance
with paragraph (c) below.


 






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(c)            Except
as otherwise provided herein, upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to
purchase and the certificate properly completed and duly executed, accompanied by payment, with respect to each Right so exercised,
of the Purchase Price per one one-hundredth (1/100) of a share of Preferred Stock (or other shares, securities, cash or other assets,
as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax or charge required to
be paid by the holder of such Rights Certificate in accordance with Section 9 hereof, in cash or by certified check, cashier’s
check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 7(f) and Section 20(k) hereof,
thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if
the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-hundredths (1/100) of a share
of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests,
or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of
the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number
of one one-hundredths (1/100) of a share of Preferred Stock as are to be purchased (in which case, certificates for the shares
of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company
will direct the depositary agent to comply with such request; (ii) requisition from the Company the amount of cash, if any,
to be paid in lieu of fractional shares in accordance with Section 14 hereof; (iii) after receipt of such certificates
or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Rights Certificate,
registered in such name or names as may be designated by such holder; and (iv) after receipt thereof, deliver such cash, if
any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price shall be made
in cash or by certified check, cashier’s check or money order payable to the order of the Company. In the event that the
Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property
pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash
and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right
to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock would be issued.


 


(d)            In
case the registered holder of any Rights Certificate shall exercise less than all of the Rights evidenced thereby, a new Rights
Certificate evidencing the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order
of, the registered holder of such Rights Certificate, and registered in such name or names as may be designated by such holder,
subject to the provisions of Section 14 hereof.


 


(e)            Notwithstanding
anything to the contrary contained herein, from and after the first occurrence of a Flip-In Event, any Rights beneficially owned
by or transferred to (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (ii) a transferee of
an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person (or any such Associate
or Affiliate) becomes such; (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes
a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a
transfer (whether or not for consideration) from such Acquiring Person (or such Associate or Affiliate) to holders of equity interests
in such Acquiring Person (or such Associate or Affiliate) or to any Person with whom such Acquiring Person (or such Associate or
Affiliate) has any continuing plan, agreement, arrangement or understanding (whether or not in writing) regarding the transferred
Rights or (B) a transfer which the Board has determined is part of a plan, agreement, arrangement or understanding (whether
or not in writing) which has as a primary purpose or effect the avoidance of this Section 7(e); or (iv) subsequent transferees
of such Persons described in clauses (i)-(iii) of this sentence, shall become null and void without any further action and
no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement
or otherwise, and such Rights shall not be transferable. The Company shall use all reasonable efforts to ensure that the provisions
of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of
Rights Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person
or any of its Affiliates, Associates or their respective transferees hereunder.


 






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(f)            Notwithstanding
anything to the contrary contained herein, neither the Rights Agent nor the Company shall be obligated to undertake any action
with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise of Rights pursuant to Section 6
hereof or this Section 7 unless such registered holder of Rights shall have (i) properly completed and duly executed
the certificate contained in the form of assignments or form of election to purchase set forth on the reverse side of the Rights
Certificate surrendered for such transfer or exercise, and (ii) provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner), or Associates or Affiliates thereof, as the Company shall reasonably request.


 


Section 8.       Cancellation
and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise, transfer, split-up,
combination, redemption or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent
for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates
shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall, at the written request
of the Company, destroy such cancelled Rights Certificates. Subject to applicable law and regulation, the Rights Agent shall maintain
in a retrievable database electronic records of all cancelled or destroyed Rights Certificates which have been cancelled or destroyed
by the Rights Agent. The Rights Agent shall maintain such electronic records for the term of this Agreement and any additional
time period required by applicable law and regulation. Upon written request of the Company (and at the expense of the Company),
the Rights Agent shall provide to the Company or its designee copies of such electronic records relating to Rights Certificates
cancelled or destroyed by the Rights Agent.


 


Section 9.       Reservation
and Availability of Capital Stock.


 


(a)            The
Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of
Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock
and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock
(and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) that, as provided
in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding
Rights.


 






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(b)            So
long as (i) the shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other
securities, as the case may be) issuable and deliverable upon the exercise of the Rights may be listed or admitted to trading on
any national securities exchange and (ii) at such time the Company has reporting obligations under the Exchange Act in respect
of the Class A Shares, the Company shall use its reasonable best efforts to cause, from and after such time as the Rights
become exercisable, all shares reserved for such issuance to be listed or admitted to trading on such exchange upon official notice
of issuance upon such exercise.


 


(c)            From
and after such time as the Rights become exercisable, the Company shall use its reasonable best efforts, if then necessary to permit
the issuance of shares of Preferred Stock upon the exercise of the Rights, to register and qualify such shares of Preferred Stock
under the Act and any applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available),
cause such registration statement and qualifications to become effective as soon as practicable after such filing and keep such
registration and qualifications effective (with a prospectus at all times meeting the requirements of the Act) until the earlier
of (i) the date as of which the Rights are no longer exercisable for such securities and (ii) the Expiration Date. The
Company may temporarily suspend, for a period of time not to exceed one hundred and twenty (120) days, the exercisability of the
Rights in order to prepare and file a registration statement under the Act and permit it to become effective. Upon any such suspension,
the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as
well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine
that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability
of the Rights until such time as a registration statement has been declared effective. The Company shall notify the Rights Agent
in writing whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of such announcement.
Notwithstanding anything to the contrary contained herein, the Rights shall not be exercisable in any jurisdiction unless the requisite
qualification in such jurisdiction shall have been obtained and until a registration statement under the Act shall have been declared
effective, unless an exemption therefrom is available.


 


(d)            The
Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares, whether whole or
fractional, of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the
case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment
of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable.


 






    	 	15	 



     


    

 


(e)            The
Company further covenants and agrees that it will pay, when due and payable, any and all federal and state transfer taxes and charges
which may be payable, in respect of the issuance or delivery of the Rights Certificates or of any certificates for a number of
one one-hundredths (1/100) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the
exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any
transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of a number of one one-hundredths
(1/100) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other
than that of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise, nor shall the Company
be required to issue or deliver any certificates for a number of one one-hundredths (1/100) of a share of Preferred Stock (or Common
Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any
Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificates at the time of
surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax is due.


 


Section 10.     Preferred
Stock Record Date. Each Person in whose name any certificate for a number of one one-hundredths (1/100) of a share of Preferred
Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes
be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities,
as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing
such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided,
however, that, if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or
other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the
record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day
on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open.
Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights
of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation,
the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled
to receive any notice of any proceedings of the Company, except as provided herein.


 






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Section 11.     Adjustment
of Purchase Price, Number and Kind of Shares or Number of Rights. The Purchase Price, the number and kind of shares covered
by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.


 


(a)


 


(i)            In
the event the Company shall at any time after the date hereof (A) declare and pay a dividend on the Preferred Stock payable
in shares of Preferred Stock, (B) subdivide or split the outstanding shares of Preferred Stock, (C) combine or consolidate
the outstanding shares of Preferred Stock into a smaller number of shares of Preferred Stock, through a reverse stock split or
otherwise, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a)(i) and Section 7(e) hereof, the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision, split, combination, consolidation or reclassification,
and the number and kind of shares of Preferred Stock or other capital stock, as the case may be, issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of
the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or other capital stock, as the case
may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer
books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, split, combination, consolidation or reclassification; provided, however, that in no event
shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares (or fractions
thereof) of capital stock of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment
under both this Section 11(a)(i) and Section 11(a)(ii) hereof, then the adjustment provided for in this Section 11(a)(i) shall
be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.


 


(ii)            Subject
to Section 23 and Section 24 hereof, in the event that any Person becomes an Acquiring Person (the first occurrence of
such event being referred to hereinafter as the “Flip-In Event”), unless the event causing such Person to become
an Acquiring Person is a transaction set forth in Section 13(a) hereof, then (A) the Purchase Price shall be adjusted
to be the Purchase Price in effect immediately prior to the Flip-In Event multiplied by the number of one one-hundredths of a share
of Preferred Stock for which a Right was exercisable immediately prior to such Flip-In Event, whether or not such Right was then
exercisable, and (B) each holder of a Right, except as otherwise provided in this Section 11(a)(ii) and Section 11(a)(iii) hereof,
shall thereafter have the right to receive, upon exercise thereof at a price equal to then-current Purchase Price, in accordance
with the terms of this Agreement and in lieu of shares of Preferred Stock, such number of shares of Common Stock as shall equal
the result obtained by dividing then-current Purchase Price by fifty percent (50%) of the Current Market Price (determined pursuant
to Section 11(d) hereof) on the date of such Flip-In Event; provided, however, that the Purchase Price
(as so adjusted) and the number of shares of Common Stock so receivable upon exercise of a Right shall, following the Flip-In Event,
be subject to further adjustment as appropriate in accordance with Section 11(f) hereof. Notwithstanding anything to
the contrary contained herein, however, from and after the Flip-In Event, any Rights that are beneficially owned by (x) any
Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (y) a transferee of any Acquiring Person (or any
such Affiliate or Associate) who becomes a transferee after the Flip-In Event or (z) a transferee of any Acquiring Person
(or any such Affiliate or Associate) who became a transferee prior to or concurrently with the Flip-In Event pursuant to either
(I) a transfer from the Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing
agreement, arrangement or understanding regarding the transferred Rights or (II) a transfer which the Board has determined
is part of a plan, arrangement or understanding which has the purpose or effect of avoiding the provisions of this Section 11(a)(ii),
and subsequent transferees of such Persons, shall be null and void without any further action and any holder of such Rights shall
thereafter have no rights whatsoever with respect to such Rights under any provision of this Agreement. The Company shall use all
reasonable efforts to ensure that the provisions of this Section 11(a)(ii) are complied with, but shall have no liability
to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliates, Associates or transferees hereunder. From and after the Flip-In Event, no Rights Certificate shall be
issued pursuant to Section 3 or Section 6 hereof that represents Rights that are or have become null and void pursuant
to the provisions of this Section 11(a)(ii), and any Rights Certificate delivered to the Rights Agent that represents Rights
that are or have become null and void pursuant to the provisions of this Section 11(a)(ii) shall be cancelled. From and
after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exercised
pursuant to this Section 11(a)(ii) shall thereafter be exercisable only in accordance with Section 13 hereof and
not pursuant to this Section 11(a)(ii).


 






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(iii)            In
the event that the number of shares of Common Stock which is authorized by the Company’s Fourth Amended and Restated Certificate
of Incorporation, as it may be amended, restated, supplemented or corrected from time to time, but not outstanding or reserved
for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full of the Rights
in accordance with the foregoing Section 11(a)(ii), the Board shall, with respect to such deficiency, to the extent permitted
by applicable law and any material agreements then in effect to which the Company is a party, (A) determine the value of shares
of Common Stock issuable upon the exercise of a Right in accordance with the foregoing Section 11(a)(ii) (the “Current
Value”), and (B) with respect to each Right (subject to Section 7(e) hereof), make adequate provision
to substitute for the shares of Common Stock issuable in accordance with the foregoing Section 11(a)(ii) upon exercise
of the Right and payment of the Purchase Price (as adjusted in accordance therewith), (1) cash, (2) a reduction in such
Purchase Price, (3) shares of Preferred Stock or other equity securities of the Company (including, without limitation, shares
or fractions of shares of preferred stock which, by virtue of having dividend, voting and liquidation rights substantially comparable
to those of the shares of Common Stock are deemed in good faith by the Board to have substantially the same value or economic rights
as the shares of Common Stock (such shares of Preferred Stock and shares or fractions of shares of preferred stock are hereinafter
referred to as “Common Stock Equivalents”)), (4) debt securities of the Company, (5) other assets
or (6) any combination of the foregoing, having a value which, when added to the value of the shares of Common Stock issued
upon exercise of such Right, shall have an aggregate value equal to the Current Value (less the amount of any reduction in such
Purchase Price), where such aggregate value has been determined by the Board upon the advice of a nationally recognized investment
banking firm selected in good faith by the Board; provided, however, that, if the Company shall not have made adequate
provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the Flip-In
Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the “Flip-In
Trigger Date”), then the Company shall be obligated to deliver, to the extent permitted by applicable law and any material
agreements then in effect to which the Company is a party, upon the surrender for exercise of a Right and without requiring payment
of such Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, such number or fraction of shares
of Preferred Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal
to the Spread. For purposes of the preceding sentence, the term “Spread” shall mean the excess of (i) the
Current Value over (ii) the Purchase Price. If, upon the occurrence of the Flip-In Event, the Board shall determine in good
faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full
of the Rights, then, if the Board so elects, the thirty (30) day period set forth above may be extended to the extent necessary,
but not more than ninety (90) days after the Flip-In Trigger Date, in order that the Company may seek stockholder approval for
the authorization of such additional shares (such thirty (30) day period, as it may be extended, is herein called the “Substitution
Period”). To the extent that the Company determines that some action should be taken pursuant to the preceding provisions
of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action
shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration
of the Substitution Period in order to seek such stockholder approval for such authorization of additional shares and/or to decide
the appropriate form of distribution to be made pursuant to such second sentence and to determine the value thereof. In the event
of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall promptly notify
the Rights Agent in writing whenever it temporarily suspends the exercisability of the Rights or when any such suspension is no
longer in effect, and shall give the Rights Agent a copy of any public announcement under the preceding sentence. For purposes
of this Section 11(a)(iii), the per share of Common Stock shall be the Current Market Price per share of the Common Stock
(as determined pursuant to Section 11(d) hereof) on the Flip-In Trigger Date and the per share or fractional value of
any “Common Stock Equivalent” shall be deemed to equal the current per share market price of the Common Stock. The
Board may, but shall not be required to, establish procedures to allocate the right to receive shares of Common Stock upon the
exercise of the Rights among the holders of Rights pursuant to this Section 11(a)(iii).


 






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(b)            In
case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of shares of Preferred
Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such record
date) shares of Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred Stock
(“Equivalent Preferred Stock”)) or securities convertible into Preferred Stock or Equivalent Preferred Stock
at a price per share of Preferred Stock or per share of Equivalent Preferred Stock (or having a conversion price per share, if
a security convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred
Stock (as determined pursuant to Section 11(d)(ii) hereof) on such record date, the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Preferred Stock and Equivalent Preferred Stock outstanding on such record
date, plus the number of shares of Preferred Stock and Equivalent Preferred Stock which the aggregate offering price of the total
number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which
shall be the number of shares of Preferred Stock and Equivalent Preferred Stock outstanding on such record date, plus the number
of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which
the convertible securities so to be offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right. In case such subscription price may be paid by delivery of consideration, part
or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board,
whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and
the holders of the Rights. Shares of Preferred Stock and Equivalent Preferred Stock owned, directly or indirectly, by the Company
or any Subsidiary (other than in a fiduciary capacity) shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or
warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.


 






    	 	19	 



     


    

 


(c)            In
case the Company shall fix a record date for a distribution to all holders of shares of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of cash (other
than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend
payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or evidences of indebtedness,
or of subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be
in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the Current Market Price per share of Preferred Stock (as determined pursuant
to Section 11(d)(ii) hereof) on such record date, less the fair market value (as determined in good faith by the Board,
whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences
of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Preferred Stock, and the
denominator of which shall be such Current Market Price per share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof)
on such record date; provided, however, that in no event shall the consideration to be paid upon the exercise of
one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right.
Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not
so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect if such record date had
not been fixed.


 






    	 	20	 



     


    

 


(d)


 


(i)            Except
as otherwise provided herein, for the purpose of any computation hereunder, the “Current Market Price” per share
of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to
be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as hereinafter
defined) immediately prior to such date; provided, however, that in the event that the Current Market Price per share
of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend
or distribution on such Security payable in shares of such Security or securities convertible into such shares (other than the
Rights) or (B) any subdivision, combination, consolidation, reverse stock split or reclassification of such Security, and
the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination, consolidation, reverse
stock split or reclassification, then, and in each such case, the Current Market Price shall be properly adjusted to reflect the
Current Market Price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular
way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either
case as reported by the principal consolidated transaction reporting system with respect to securities listed or admitted to trading
on the NYSE or Nasdaq or, if the Security is not listed on the NYSE or Nasdaq, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed
or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted
price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the
NYSE or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by
the Board. If on any such date no market maker is making a market in the Security, the fair value of such shares on such date as
determined in good faith by the Board shall be used. The term “Trading Day” shall mean a day on which the principal
national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or,
if the Security is not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is
not publicly held or not so listed, traded or quoted, and if no market maker is making a market in the Common Stock, “current
per share market price” shall mean the fair value per share as determined in good faith by the Board, whose determination
shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.


 


(ii)            For
the purpose of any computation hereunder, the Current Market Price per share of a publicly traded Preferred Stock shall be determined
in accordance with the method set forth in Section 11(d)(i) hereof. If the Current Market Price per share of Preferred
Stock cannot be determined in accordance with the method set forth in Section 11(d)(i) hereof or if the Preferred Stock
is not publicly held or listed or traded in accordance with the method set forth in Section 11(d)(i) hereof, the Current
Market Price per share of Preferred Stock shall be conclusively deemed to be an amount equal to the Current Market Price per share
of the Common Stock multiplied by the then applicable Adjustment Number (as defined in and determined in accordance with the Form of
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, attached hereto as Exhibit A).
If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of
the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose determination shall be
described in a statement filed with the Rights Agent and shall be conclusive for all purposes.


 






    	 	21	 



     


    

 


(e)            Notwithstanding
anything to the contrary contained herein, no adjustment in the Purchase Price shall be required unless such adjustment would require
an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments
which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-thousandth
(1/1,000) of a share of Common Stock or other share or one hundred-thousandth (1/100,000) of a share of Preferred Stock, as the
case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall
be made no later than the earlier of (i) three (3) years from the date of the transaction which requires such adjustment,
or (ii) the Expiration Date.


 


(f)            If
as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the holder of any
Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Stock,
thereafter the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to
the Preferred Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k), (l) and (m) hereof, as applicable,
and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any
such other shares.


 


(g)            All
Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of one one-hundredths (1/100) of a share of Preferred Stock purchasable
from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.


 


(h)            Unless
the Company shall have exercised its election as provided in Section 11(i) hereof, upon each adjustment of the Purchase
Price as a result of the calculations made in Sections 11(b) and (c) hereof, each Right outstanding immediately prior
to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-hundredths (1/100) of a share of Preferred Stock (calculated to the nearest one hundred-thousandth (1/100,000)) obtained
by (i) multiplying (x) the number of one one-hundredths (1/100) of a share covered by a Right immediately prior to this
adjustment, by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing
the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.


 






    	 	22	 



     


    

 


(i)            The
Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment
in the number of one one-hundredths (1/100) of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the
Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-hundredths (1/100)
of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one-thousandth (1/1,000))
obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to
be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates
have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have
been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as
practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing,
subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the
Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company,
new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates
so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option
of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates
on the record date specified in the public announcement.


 


(j)            Irrespective
of any adjustment or change in the Purchase Price or the number of one one-hundredths (1/100) of a share of Preferred Stock issuable
upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase
Price per one one-hundredth (1/100) of a share of Preferred Stock which were expressed in the initial Rights Certificates issued
hereunder.


 


(k)            Before
taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the number
of one one-hundredths (1/100) of a share of Preferred Stock or other shares of capital stock issuable upon exercise of the Rights,
the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and non-assessable such number of one one-hundredths (1/100) of a share of Preferred Stock
or other such shares at such adjusted Purchase Price.


 


(l)            In
any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record
date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any
Right exercised after such record date the number of one one-hundredths (1/100) of a share of Preferred Stock and other capital
stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths (1/100)
of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver
to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares
(fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.


 






    	 	23	 



     


    

 






(m)          Notwithstanding
anything in this Section 11 to the contrary, the Company shall be entitled to make such adjustments in the Purchase Price,
in addition to those adjustments expressly required by this Section 11, as and to the extent that in its good faith judgment
the Board shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance
wholly for cash of any shares of Preferred Stock at less than the Current Market Price, (iii) issuance wholly for cash of
shares of Preferred Stock or securities which by their terms are convertible into or exchangeable for shares of Preferred Stock,
(iv) dividends on Preferred Stock payable in shares of Preferred Stock or (v) issuance of rights, options or warrants
referred to in this Section 11, hereafter made by the Company to holders of its Preferred Stock shall not be taxable to such
stockholders.


 


(n)           The
Company covenants and agrees that it shall not, at any time after the Distribution Date, (i) consolidate with any other Person
(other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), (ii) merge with
or into any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof),
(iii) consummate a share exchange with any other Person or (iv) sell or transfer (or permit any Subsidiary of the Company
to sell or transfer), in each case, in one transaction, or a series of related transactions, assets, cash flow or earning power
aggregating more than fifty percent (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), if (x) at the time of or immediately after such consolidation, merger, share
exchange, sale or transfer, there are any rights, warrants or other instruments or securities outstanding or agreements in effect
that would eliminate or substantially diminish the benefits intended to be afforded by the Rights or (y) prior to, simultaneously
with or immediately after such consolidation, merger, share exchange, sale or transfer, the stockholders of the Person that constitutes,
or would constitute, the “Principal Party” for purposes of Section 13(a) hereof shall have received a distribution
of Rights previously owned by such Person or any of its Affiliates and Associates.


 


(o)           The
Company covenants and agrees that, after the earlier of the Distribution Date or the Stock Acquisition Date, it will not, except
as permitted by Section 23, Section 24 or Section 27 hereof, take (or permit any Subsidiary of the Company to take)
any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise
eliminate the benefits intended to be afforded by the Rights.


 


(p)           Notwithstanding
anything to the contrary contained herein, in the event that the Company shall at any time after the Rights Dividend Declaration
Date and prior to the Distribution Date (i) declare and pay any dividend on the outstanding shares of Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine or consolidate the
outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the number
of Rights associated with each share of Common Stock then-outstanding, or issued or delivered thereafter, shall be proportionately
adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal
the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event
by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the
occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately
following the occurrence of such event. The adjustments provided for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a subdivision or combination is effected. If an event occurs that would require
an adjustment under Section 11(a) hereof and this Section 11(p), the adjustments provided for in this Section 11(p) shall
be in addition and prior to any adjustment required pursuant to Section 11(a) hereof.


 






    	 	24	 



     


    

 


Section 12.             Certificate
of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made or any event occurs affecting the Rights or
their exercisability as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate
setting forth such adjustment or describing such event, and a brief statement of the facts accounting for such adjustment, (b) promptly
file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate
and (c) if a Distribution Date has occurred, mail or make available a brief summary thereof to each holder of a Rights Certificate
in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence,
the failure of the Company to make such certification or give notice shall not affect the validity of such adjustment or the force
or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate
and on any adjustment or statement therein contained.


 


Section 13.             Consolidation,
Merger or Sale or Transfer of Assets, Cash Flow or Earning Power.


 


(a)           In
the event that, following the Stock Acquisition Date, directly or indirectly, (i) the Company shall consolidate with, or
shall merge with or into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof),
and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (ii) any Person shall
consolidate with, or shall merge with or into, the Company (other than a Subsidiary of the Company in a transaction which complies
with Section 11(o) hereof) and the Company shall be the continuing or surviving corporation of such consolidation or
merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed
into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets, cash flow or earning power aggregating fifty percent (50%) or more of the assets, cash flow or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or any Subsidiary of the Company
and a Subsidiary of the Company in one or more transactions, each of which complies with Section 11(o) hereof), then
in each such case, proper provision shall be made so that: (A) each holder of a Right (other than Rights which have become
null and void pursuant to Section 7(e) hereof) shall thereafter have the right to receive, upon the exercise thereof
at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the
terms of this Agreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized
and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as hereinafter defined),
not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall equal the result obtained by
dividing the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) by fifty percent (50%)
of the Current Market Price per share of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof)
on the date of consummation of such Section 13 Event; provided, however, that the Purchase Price (as theretofore
adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party
so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof
to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13
Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter
be deemed to refer to such Principal Party; (D) such Principal Party shall take such steps (including, but not limited to,
the reservation of a sufficient number of shares of its Common Stock in accordance with Section 9 hereof) in connection with
the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights;
and (E) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any
Section 13 Event; provided that, upon the subsequent occurrence of any Section 13 Event or other extraordinary
transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of
a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other
property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common
Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party
shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent
exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.


 






    	 	25	 



     


    

 


(b)           “Principal
Party” shall mean:


 


(i)     in
the case of any transaction described in clause (i) or (ii) of Section 13(a) hereof, (A) the Person that
is the issuer of the securities or other equity interests into which the shares of Common Stock are converted in such merger,
consolidation or share exchange, or, if there is more than one such issuer, the issuer of the shares of Common Stock of which
have the highest aggregate Current Market Price (as determined pursuant to Section 11(d)(i) hereof), or (B) if
no securities or other equity interests are so issued, (x) the Person that is the other constituent party to the merger,
consolidation or share exchange, if such Person survives said merger, consolidation or share exchange, or, if there is more than
one such Person, the Person receiving the shares of Common Stock of which have the highest aggregate Current Market Price (as
determined pursuant to Section 11(d)(i) hereof), (y) if the Person that is the other party to the merger, consolidation
or share exchange does not survive the merger, consolidation or share exchange, the Person that does survive the merger, consolidation
or share exchange (including the Company if it survives) or (z) the Person resulting from the consolidation; and


  


(ii)    in
the case of any transaction described in clause (iii) of the first sentence of Section 13(a) hereof, the Person
that is the party receiving the greatest portion of the assets, cash flow or earning power transferred pursuant to such transaction
or transactions, or, if each Person that is a party to such transaction or transactions receives the same portion of the assets,
cash flow or earning power so transferred or if the Person receiving the greatest portion of the assets, cash flow or earning
power cannot be determined, whichever of such Persons that has received assets, cash flow or earning power pursuant to such transaction
or transactions, the Common Stock of which has the highest aggregate Current Market Price (as determined pursuant to Section 11(d)(i) hereof);


 






    	 	26	 



     


    

 


provided,
however, that, in any such case described in the foregoing clause (b)(i) or (b)(ii), if the Common Stock of such Person
is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12
of the Exchange Act, then if (1) such Person is a direct or indirect Subsidiary of another Person the Common Stock of which
is and has been so registered, the term Principal Party shall refer to such other Person, or (2) such Person is a Subsidiary,
directly or indirectly, of more than one Person, the Common Stock of all of which is and has been so registered, the term Principal
Party shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value of
shares outstanding, or (3) if such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons
that are not owned, directly or indirectly, by the same Person, the rules set forth in clauses (1) and (2) above
shall apply to each of the owners having an interest in the venture as if the Person owned by the joint venture was a Subsidiary
of both or all of such joint ventures, and the Principal Party in each such case shall bear the obligations set forth in this
Section 13 in the same ratio as its interest in such Person bears to the total of such interests.


 


(c)           The
Company shall not consummate any Section 13 Event unless (x) the Principal Party shall have a sufficient number of authorized
shares of its Common Stock which have not been issued (or reserved for issuance) to permit the exercise in full of the Rights
in accordance with this Section 13 and (y) prior thereto the Company and such Principal Party involved therein shall
have executed and delivered to the Rights Agent an agreement confirming that the requirements of Sections 13(a) and (b) hereof
shall promptly be performed in accordance with their terms and that such consolidation, merger, sale or transfer of assets shall
not result in a default by the Principal Party under this Agreement as the same shall have been assumed by the Principal Party
pursuant to Sections 13(a) and (b) hereof; provided that, as soon as practicable after executing such agreement
pursuant to this Section 13, the Principal Party will:


 


(i)    prepare
and file a registration statement under the Act, if necessary, with respect to the Rights and the securities purchasable upon
exercise of the Rights on an appropriate form, and will use its reasonable best efforts to cause such registration statement to
(A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times
meeting the requirements of the Act) until the Expiration Date and similarly comply with applicable state securities or “Blue
Sky” laws;


 






    	 	27	 



     


    

 


(ii)   use
its reasonable best efforts, if the Common Stock of the Principal Party shall be listed or admitted to trading on the NYSE, the
Nasdaq or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the
securities purchasable upon exercise of the Rights on the NYSE, the Nasdaq or such securities exchange, or, if the Common Stock
of the Principal Party shall not be listed or admitted to trading on the NYSE, the Nasdaq or a national securities exchange, to
cause the Rights and the securities receivable upon exercise of the Rights to be authorized for quotation on any other system
then in use;


 


(iii)  use
its reasonable best efforts to obtain any and all necessary regulatory approvals as may be required with respect to the securities
that may be acquired upon exercise of the Rights;


 


(iv)  deliver
to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all
respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and


 


(v)   obtain
waivers of any rights of first refusal or preemptive rights in respect of the Common Stock of the Principal Party subject to purchase
upon exercise of outstanding Rights.


 


Section 14.             Fractional
Rights and Fractional Shares.


 


(a)           The
Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof,
or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company shall pay
to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable,
an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any Trading Day shall
be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the NYSE or Nasdaq or, if the Rights are not listed or admitted to trading on the NYSE or Nasdaq,
as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national
securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported by the NYSE or Nasdaq or such other system then in use or, if on any such date the
Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights, selected by the Board. If on any such date no such market maker is making a market
in the Rights, the fair value of the Rights on such date as determined in good faith by the Board shall be used.


 






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(b)           The
Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples
of one one-hundredth (1/100) of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence
fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth (1/100) of a share
of Preferred Stock). Interests in fractions of Preferred Stock in integral multiples of one one-hundredth (1/100) of a share of
Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement
between the Company and a depositary agent selected by it; provided that such agreement shall provide that the holders
of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners
of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral
multiples of one one-hundredth (1/100) of a share of Preferred Stock, the Company may pay to the registered holders of Rights
Certificates at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction of the current
market value of one one-hundredth (1/100) of a share of Preferred Stock. For purposes of this Section 14(b), the current
market value of one one-hundredth (1/100) of a share of Preferred Stock shall be one one-hundredth (1/100) of the closing price
per share of Preferred Stock (as determined in accordance with Section 14(a)) on the Trading Day immediately prior to the
date of such exercise or exchange.


 


(c)           Following
the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise
of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares
of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as
herein provided, an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock.
For purposes of this Section 14(c), the current market value of one (1) share of Common Stock for which a Right is exercisable
shall be the closing price per share of Common Stock (as determined in accordance with Section 11(d)(i) hereof) on the
Trading Day immediately prior to the date of such exercise.


 


(d)           The
holder of a Right by the acceptance of the Rights expressly waives such holder’s right to receive any fractional Rights
or any fractional shares upon exercise or exchange of a Right, except as permitted by this Section 14.


  


Section 15.             Rights
of Action. All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution
Date, the registered holders of the Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution
Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior
to the Distribution Date, of the Common Stock), may, in such holder’s own behalf and for such holder’s own benefit,
enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder’s right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights
Certificate (or, prior to the Distribution Date, such Common Stock) and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement.


 






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Section 16.            Agreement
of Rights Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:


 


(a)           prior
to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common Stock;


 


(b)           after
the Distribution Date, the Rights Certificates are transferable (subject to the provisions of this Agreement) only on the registry
books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes,
duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates, properly completed
and duly executed;


 


(c)           the
Company and the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Distribution Date,
the associated Common Stock certificate (or Book Entry shares in respect of Common Stock)) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate or
the associated Common Stock certificate (or notices provided to holders of Book Entry shares of Common Stock) made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to Section 7(e) hereof,
shall be required to be affected by any notice to the contrary; and


 


(d)           notwithstanding
anything to the contrary contained herein, neither the Company nor the Rights Agent shall have any liability to any holder of
a Right or other Person as a result of the inability of the Company or the Rights Agent to perform any of its or their obligations
under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment or ruling (whether
interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company shall use
its best efforts to have any such injunction, order, decree, judgment or ruling lifted or otherwise overturned as soon as possible.


 


Section 17.             Rights
Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one one-hundredths (1/100) of a share of Preferred Stock or
any other securities of the Company which may at any time be issuable on the exercise or exchange of the Rights represented thereby,
nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate,
as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice
of meetings or other actions affecting stockholders (except as provided in this Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised or exchanged in
accordance with the provisions hereof.


 






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Section 18.             Concerning
the Rights Agent.


 


(a)           The
Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to
time, on demand of the Rights Agent, its reasonable, out-of-pocket expenses and counsel fees and other disbursements incurred
in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross
negligence or willful misconduct (which gross negligence or willful misconduct must be determined by a final, non-appealable judgment
of a court of competent jurisdiction) on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection
with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability
in the premises.


 


(b)           The
Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it
in good faith in connection with its administration of this Agreement in reliance upon any Rights Certificate or certificate for
Common Stock or for other securities of the Company (including in the case of uncertificated securities, by notation in Book Entry
accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice,
direction, consent, certificate, statement, or other paper or document reasonably believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged, by the proper Person or Persons.


  


Section 19.             Merger
or Consolidation or Change of Name of the Rights Agent.


 


(a)           Any
Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person
succeeding to the corporate trust, stock transfer or other stockholder services business of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or
any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to
the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned;
and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign
such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and
in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.


 






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(b)           In
case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates
so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent
may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates
shall have the full force provided in the Rights Certificates and in this Agreement.


 


Section 20.             Duties
of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:


 


(a)           The
Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall
be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and
in accordance with such opinion.


 


(b)           Whenever
in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the determination of Current Market Price) be proved
or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed
by the Chief Executive Officer, any Executive Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant
Treasurer of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent
for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c)           The
Rights Agent shall be liable hereunder only for its and its directors’, officers’, employees’, Affiliates’,
agents’, advisors’, and representatives’ own gross negligence or willful misconduct (which gross negligence
or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


(d)           The
Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or
in the Rights Certificates or be required to verify the same (except as to its countersignature on such Rights Certificates),
but all such statements and recitals are and shall be deemed to have been made by the Company only.


 


(e)           The
Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Rights Certificate; nor shall it be responsible for any adjustment required under the provisions
of Section 11, Section 13 or Section 24 hereof or be responsible for the manner, method or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights
evidenced by Rights Certificates after actual notice of any such adjustment); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Common Stock or Preferred Stock to be issued
pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock will, when
so issued, be validly authorized and issued, fully paid and non-assessable.


 






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(f)            The
Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying
out or performing by the Rights Agent of the provisions of this Agreement.


 


(g)           The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder
from the Chief Executive Officer, any Executive Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant
Treasurer of the Company and to apply to such officers for advice or instructions in connection with its duties, and it shall
not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer.


 


(h)           The
Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this
Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other Person.


  


(i)            The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default,
neglect or misconduct of any such attorneys or agents or for any loss to the Company, to the holders of the Rights or any other
Person, resulting from any such act, default, neglect or misconduct; provided that reasonable care was exercised in the
selection and continued employment thereof.


 


(j)            No
provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder (other than internal costs incurred by the Rights Agent in providing services
to the Company in the ordinary course of its business as Rights Agent) or in the exercise of its rights if there shall be reasonable
grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably
assured to it.


 


(k)           If,
with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the
form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative
response to clause (1) and/or (2) thereof, the Rights Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company.


 






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Section 21.             Change
of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days’ notice in writing mailed to the Company, and to each transfer agent of the Common Stock and Preferred
Stock (to the extent the Rights Agent is not acting in such capacities), by registered or certified mail, and, if such resignation
occurs after the Distribution Date, to the registered holders of the Rights Certificates by first-class mail. The Company may,
in its sole discretion, remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred
Stock, by registered or certified mail, and, if such removal occurs after the Distribution Date, to the holders of the Rights
Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period
of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity
by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his
or her Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a legal business entity organized and doing business under the laws of the United
States of America or of any state of the United States of America or the District of Columbia, in good standing, which is authorized
under such laws to exercise corporate trust, stock transfer or stockholder services powers and which has, acting with its Affiliates,
at the time of its appointment as Rights Agent a combined capital and surplus of at least one hundred million dollars ($100,000,000)
or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.
Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor
Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and, if such appointment occurs after the Distribution
Date, mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided
for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.


 


Section 22.             Issuance
of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect
any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable
under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance
or sale of shares of Common Stock following the Distribution Date and prior to the redemption, exchange or expiration of the Rights,
the Company (a) may, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or
under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange
of securities, notes or debentures hereinafter issued by the Company after the date hereof (except as may otherwise be provided
in the instrument(s) governing such securities), and (b) may, in any other case, if deemed necessary or appropriate
by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company
or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and
to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.


 






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Section 23.             Redemption
and Termination.


 


(a)           The
Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close
of Business on the tenth (10th) Business Day following the Record Date), or (ii) the Final Expiration Date, redeem all but
not less than all of the then-outstanding Rights at a redemption price of $0.0001 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the
date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The redemption
of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may
establish. The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock (based on the
Current Market Price per share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) at the time of redemption)
or such other form of consideration as the Board shall determine. Notwithstanding anything to the contrary contained herein, the
Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of
redemption hereunder has expired.


 


(b)           Immediately
upon the action of the Board ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent
and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter
of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board
ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of
the then-outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon
the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the
Common Stock; provided, however, that the failure to give, or defer in, any such notice shall not affect the validity
of such redemption. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be
made.


 


(c)           Neither
the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner
other than that specifically set forth in this Section 23 and Section 24 and other than in connection with the purchase
or repurchase by any of them of Common Stock prior to the Distribution Date.


 






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Section 24.             Exchange.


 


(a)            The
Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then-outstanding
and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)
for shares of the Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such exchange
ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall
not be empowered to effect such exchange at any time after (i) any Person (other than an Exempt Person), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the shares of the Common
Stock then-outstanding or (ii) the occurrence of a Section 13 Event.


 


(b)            Immediately
upon the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without
any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of
a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company
promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear
upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether
or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares
of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become
null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.


 


(c)            Following
the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24, the Company
may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common Stock
(or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights
that have become null and void pursuant to Section 7(e) hereof. In furtherance thereof, if so directed by the Company,
shares of Common Stock (or other consideration) potentially issuable to holders of Rights upon an exchange pursuant to this Section 24,
who have not verified to the satisfaction of the Company, in its sole discretion, that they are not an Acquiring Person, may be
deposited in a trust established by the Company pending receipt of appropriate verification. To the extent that such trust is
established, holders of Rights entitled to receive such shares of Common Stock (or other consideration) pursuant to an exchange
pursuant to this Section 24 who have not previously received such shares of Common Stock (or other consideration) shall be
entitled to receive such shares of Common Stock (or other consideration) (and any dividends paid or other distributions made thereon
after the date on which such shares of Common Stock (or other consideration) are deposited in the trust) only from the trust and
solely upon compliance with the relevant terms and provisions of the applicable trust agreement.


 






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(d)            In
any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred
Stock) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth (1/100) of a share of Preferred Stock
(or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends
and other similar transactions after the date hereof.


 


(e)            In
the event that there shall not be sufficient shares of Common Stock, Preferred Stock or Equivalent Preferred Stock issued but
not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24,
the Company shall take all such action as may be necessary to authorize additional shares of Common Stock, Preferred Stock or
Equivalent Preferred Stock for issuance upon exchange of the Rights.


 


(f)            The
Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(f),
the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined
pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange
pursuant to this Section 24.


 


Section 25.             Notice
of Certain Events.


 


(a)            In
case the Company shall, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, propose (i) to
pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the
holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company),
(ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification
of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred
Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company
in a transaction which complies with Section 11(o) hereof) or to effect any sale or other transfer (or to permit one
or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of
more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof), (v) to effect the liquidation, dissolution or winding-up of the Company or
(vi) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation
of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case,
the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof,
a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification, consolidation, combination, subdivision, merger, sale, share exchange,
transfer, liquidation, dissolution, or winding-up is to take place and the date of participation therein by the holders of the
shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case
of any action covered by clause (i) or (ii) above at least twenty (20) days prior to the record date for determining
holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least twenty
(20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares
of Common Stock and/or Preferred Stock, whichever shall be the earlier.


 






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(b)            In
the event that any Flip-In Event or Section 13 Event shall occur, the Company shall as soon as practicable thereafter give
to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of the
occurrence of such event, which shall specify the event and the consequences of such event to holders of Rights under Section 11(a)(ii) and
Section 13 hereof.


 


Section 26.             Notices.
Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate
to or on the Company shall be sufficiently given or made if sent or delivered by recognized national overnight delivery service
or by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent by the Company)
as follows:


 


Genesis Healthcare, Inc.

101 East State Street

Kennett Square, PA 10348

Attention: Law Department


 


Subject to the provisions of Section 21, any notice or
demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the
Rights Agent shall be sufficiently given or made if sent or delivered by recognized national overnight delivery service or by
first-class mail, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company)
as follows:


 


Equiniti Trust Company


1110 Centre Pointe Curve, Ste. 101

Mendota Heights, MN 55120

Attention: Relationship Management


 


Notices or demands authorized by this Agreement
to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the Distribution
Date, to the holder of certificates representing shares of Common Stock) shall be sufficiently given or made if sent by first-class
mail, or overnight delivery services, postage prepaid, addressed to such holder at the address of such holder as shown on the
registry books of the Company. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing
by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of
the Company, including the Rights, for all purposes of this Agreement and no additional notice need be given.


 






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Section 27.             Supplements
and Amendments. Except as provided in the penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the Company may, 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 shares 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, supplement or amend this Agreement without the approval of any holders
of Rights Certificates, including to shorten or lengthen any time period hereunder; provided that no such supplement or
amendment may (a) 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), (b) cause this Agreement again to become amendable other than in accordance with this
sentence or (c) cause the Rights again to become redeemable. Notwithstanding anything to the contrary contained herein, no
supplement or amendment shall be made which changes the Redemption Price. Upon the delivery of a certificate from an appropriate
officer of the Company and, if requested by the Rights Agent, an opinion of counsel (which may be internal 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. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be required
to execute any amendment or supplement to this Agreement that it has determined in good faith would adversely affect its 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.


 


Section 28.             Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.


 


Section 29.             Determinations
and Actions by the Board, etc. For all purposes of this Agreement, any calculation of the number of shares of Common
Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular
percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The
Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically
granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this Agreement and the provisions of Section 382
of the Code, or any successor provision or replacement provision, and the Treasury Regulations promulgated thereunder, and (ii) make
all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination
to redeem or not redeem the Rights or to amend or not to amend this Agreement). All such actions, calculations, interpretations
and determinations (including, without limitation, for purposes of clause (y) below, all omissions with respect to the foregoing)
which are done or made by the Board 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 or any of the directors on the Board
to any liability to the holders of the Rights.


 






    	 	39	 



     


    




 


Section 30.              Benefits
of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent
and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock)
any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit
of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered
holders of the Common Stock).


 


Section 31.              Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that,
notwithstanding anything to the contrary contained herein, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set
forth in Section 23 hereof shall be reinstated and shall not expire until the Close of Business on the tenth (10th) Business
Day following the date of such determination by the Board. Without limiting the foregoing, if any provision requiring a specific
group of directors of the Company to act is held by any court of competent jurisdiction or other authority to be invalid, void
or unenforceable, such determination shall then be made by the Board in accordance with applicable law and the Company’s
Fourth Amended and Restated Certificate of Incorporation and the Company’s Fourth Amended and Restated Bylaws, as such may
be amended, restated, supplemented or corrected from time to time.


 


Section 32.              Governing
Law. This Agreement, each Right and each Rights Certificate issued hereunder, and all claims or causes of action (whether
in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based
on, arise out of or relate to this Agreement, each Right, each Rights Certificate issued hereunder, or the negotiation, execution,
performance or subject matter of this Agreement, shall be governed by and construed in accordance with the domestic laws of the
State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.


 


Section 33.              Counterparts.
This Agreement 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 Agreement
transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


Section 34.               Interpretation.
Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “herewith”
and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any
particular provision of this Agreement, and clause, section, subsection, paragraph and exhibit references are to the clauses,
sections, subsections, paragraphs and exhibits of this Agreement unless otherwise specified. The meaning assigned to each term
defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender
shall include all genders. Where a word or phrase is defined herein, unless the context otherwise requires, each of its other
grammatical forms shall have a corresponding meaning.


 






    	 	40	 



     


    




 


Section 35.              Force
Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control including acts of God, epidemics, pandemics, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due
to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war or civil unrest.
The Rights Agent shall provide the Company prompt notice as soon as practicable in the event that any such delay or failure in
performance occurs and keep the Company apprised of developments and mitigation effort with respect thereto.


 


[Signature Page Follows]





 






    	 	41	 



     


    




 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed, all as of the day and year first above written.


 


	 	GENESIS
    HEALTHCARE, INC.
	 	 

	 	 
	 	By
    	/s/ Michael Berg
	 	 	Name:
    Michael Berg
	 	 	Title:
    Assistant Secretary
	 	 
	 	 

	 	EQUINITI
                                         TRUST COMPANY,

        as Rights Agent

	 	 

        

	 	 
	 	By
    	/s/ Martin J. Knapp
	 	 	Name: Martin J. Knapp
	 	 	Title: SVP, Relationship Director



 





 


[Signature Page to the Tax Benefits
Preservation Plan]


 






    	 		 



     


    




 









Exhibit A


 


FORM OF

CERTIFICATE OF DESIGNATION, PREFERENCES AND

RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


 


OF


 


GENESIS HEALTHCARE, INC.


 


Pursuant to Section 151 of the General
Corporation Law of the State of Delaware;


 


Genesis Healthcare, Inc., a corporation
organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance
with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:


 


That pursuant to the authority vested in the
board of directors of the Corporation (the “Board”) in accordance with the provisions of the Fourth Amended
and Restated Certificate of Incorporation of the Corporation (as it may be amended, restated, supplemented or corrected from time
to time, the “Certificate of Incorporation”), the Board on March 11, 2021, duly adopted the following resolution
creating a series of shares of Preferred Stock, par value $0.001 per share, of the Corporation (the “Preferred Stock”)
designated as Series A Junior Participating Preferred Stock:


 


RESOLVED, that pursuant to the authority granted
to and vested in the Board in accordance with the provisions of the Certificate of Incorporation, a series of Preferred Stock of
the Corporation be and it hereby is created, and that the designation and number of shares and the voting powers, preferences and
relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:


 


Section 1.     Designation
and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock”
and the number of shares constituting such series shall be 4,000,000 shares. Such number of shares may be increased or decreased
by resolution of the Board; provided, however, that no decrease shall reduce the number of shares of Series A
Junior Participating Preferred Stock to a number less than the number of shares then-outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants
issuable upon conversion of any outstanding securities issued by the Corporation convertible into the Series A Junior Participating
Preferred Stock.


 






    	 	A-1	 



     


    

 


Section 2.     Dividends
and Distributions.


 


(A)            Subject
to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or other similar stock) ranking
prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of
shares of Series A Junior Participating Preferred Stock, in preference to the holders of Class A shares of common stock,
par value $0.001 per share, of the Corporation (the “Common Stock”), and of any other junior stock, shall be
entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends
payable in cash on March 31, June 30, September 30 and December 31 in each year (each such date being referred
to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) one dollar ($1.00) or (b) subject to the provision for adjustment
hereinafter set forth, one hundred (100) times the aggregate per share amount of all cash dividends, and one hundred (100) times
the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock.
In the event the Corporation shall at any time after March 11, 2021 (the “Rights Dividend Declaration Date”)
(i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case
the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator
of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of such event and
the denominator of which shall be the total number of shares of Common Stock that were outstanding immediately following the occurrence
of such event.


 


(B)            The
Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph
(A) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of one dollar ($1.00) per share on the Series A Junior Participating Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date (the actual payment, however, may be deferred if prohibited under any
debt instruments).


 


(C)


 


(i)            If
at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”)
which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have
been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders
of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly
dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) directors.


 






    	 	A-2	 



     


    

 


(ii)            During
any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially
at a special meeting called pursuant to Section 2(C)(iii) or at any annual meeting of stockholders, and thereafter at
annual meetings of stockholders; provided that such voting right shall not be exercised unless the holders of a majority
of the number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders
of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the
holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right,
voting as a class, to elect directors to fill such vacancies, if any, in the Board as may then exist up to two (2) directors
or, if such right is exercised at an annual meeting, to elect two (2) directors. After the holders of the Preferred Stock
shall have exercised their right to elect directors in any default period and during the continuance of such period, the number
of directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant
to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred
Stock.


 


(iii)            Unless
the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors,
the Board may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number
of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders
of Preferred Stock, which meeting shall thereupon be called by the Chief Executive Officer or the Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 2(C)(iii) shall
be given to each holder of record of Preferred Stock by mailing a copy of such notice to him or her at his or her last address
as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than ten (10) days
and not later than sixty (60) days after such order or request or in default of the calling of such meeting within sixty (60) days
after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate
not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of
this Section 2(C)(iii), no such special meeting shall be called during the period within sixty (60) days immediately preceding
the date fixed for the next annual meeting of the stockholders.


 


(iv)            In
any default period, the holders of Common Stock, and other classes of stock of the Corporation, if applicable, shall continue to
be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right to elect
two (2) directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration
of the default period, and (y) any vacancy in the Board may (except as provided in Section 2(C)(iii)) be filled by vote
of a majority of the remaining directors theretofore elected by the holders of the class of stock which elected the director whose
office shall have become vacant. References in this Section 2(C) to directors elected by the holders of a particular
class of stock shall include directors elected by such directors to fill vacancies as provided in clause (y) of the foregoing
sentence.


 






    	 	A-3	 



     


    

 


(v)            Immediately
upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors shall
cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the
number of directors shall be such number as may be provided for in the Certificate of Incorporation or the Amended and Restated
Bylaws of the Corporation (as the same may be amended, restated, supplemented or corrected from time to time, the “Bylaws”)
irrespective of any increase made pursuant to the provisions of Section 2(C)(ii) (such number being subject, however,
to change thereafter in any manner provided by law or in the Certificate of Incorporation or Bylaws).


 


(D)            Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends
on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events
such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares
of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than thirty (30) days prior to the date fixed for the payment thereof.


 


Section 3.     Voting
Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:


 


(A)            Subject
to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle
the holder thereof to one hundred (100) votes on all matters submitted to a vote of the stockholders of the Corporation. In the
event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding
Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of
Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 






    	 	A-4	 



     


    

 


(B)            Except
as otherwise provided herein, in the Certificate of Incorporation or by law, the holders of shares of Series A Junior Participating
Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting
rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.


 


(C)            Except
as set forth herein or as otherwise provided by law, holders of Series A Junior Participating Preferred Stock shall have no
special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.


 


Section 4.     Certain
Restrictions.


 


(A)            Whenever
quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared,
on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:


 


(i)            declare
or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating
Preferred Stock;


 


(ii)            declare
or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably
on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all such shares are then entitled;


 


(iii)            redeem
or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Junior Participating Preferred Stock; provided that the Corporation may
at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation
ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating
Preferred Stock; or


 


(iv)            purchase
or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock
ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as the Board, after consideration
of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine
in good faith will result in fair and equitable treatment among the respective series or classes.


 






    	 	A-5	 



     


    

 


(B)            The
Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.


 


Section 5.     Reacquired
Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth
herein, in the Certificate of Incorporation or as otherwise required by law.


 


Section 6.     Liquidation,
Dissolution or Winding Up.


 


(A)            Upon
any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred
Stock shall have received an amount per share (the “Series A Liquidation Preference”) equal to the greater
of (i) one hundred dollars ($100) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment or (ii) the Adjustment Number times the per share amount of all cash and other
property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.
The “Adjustment Number” shall initially be one hundred (100). In the event the Corporation shall at any time
after the Rights Dividend Declaration Date (i) declare and pay any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock or (iii) combine or consolidate the outstanding Common Stock into a smaller
number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying
such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such
event.


 


(B)            In
the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with
the Series A Junior Participating Preferred Stock in respect thereof, then the assets available for such distribution shall
be distributed ratably to the holders of the Series A Junior Participating Preferred Stock and the holders of such parity
shares in proportion to their respective liquidation preferences.


 






    	 	A-6	 



     


    

 


(C)            Neither
the merger or consolidation of the Corporation into or with another entity nor the merger or consolidation of any other entity
into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning
of this Section 6.


 


Section 7.     Consolidation,
Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which
the outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property,
then in any such case each share of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to the Adjustment Number
times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged.


 


Section 8.     No
Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.


 


Section 9.     Ranking.
The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred
Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise,
and shall rank senior to the Common Stock as to such matters.


 


Section 10.     Amendment.
At any time when any shares of Series A Junior Participating Preferred Stock are outstanding, neither the Certificate of Incorporation
nor this Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock shall be amended
in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating
Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding
shares of Series A Junior Participating Preferred Stock, voting separately as a class.


 


Section 11.     Fractional
Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder,
in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.


 


[Signature
Page Follows]


 






    	 	A-7	 



     


    

 


IN WITNESS WHEREOF, this Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock is executed on behalf of the Corporation by its duly authorized
officer as of this 11th day of March, 2021.


 


	 	/s/ Michael Berg
	 	Name: 	Michael Berg
	 	Title:	Assistant Secretary



 


[Signature Page to Certificate of
Designation]


 






    	 	A-8	 



     


    

 






Exhibit B


 


[Form of
Rights Certificate]


 


	CERTIFICATE NO. R-	________ RIGHTS



 


NOT EXERCISABLE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MARCH 11,
2024 OR SUCH LATER DATE AND TIME AS MAY BE DETERMINED BY THE BOARD, OR SUCH TIME AS THE RIGHTS ARE EARLIER REDEEMED, EXCHANGED
OR TERMINATED, IN EACH CASE AS PROVIDED IN THE TAX BENEFITS PRESERVATION PLAN. THE RIGHTS ARE SUBJECT TO REDEMPTION AT THE
OPTION OF THE COMPANY, AT $0.0001 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE TAX BENEFITS PRESERVATION PLAN. UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE TAX BENEFITS PRESERVATION
PLAN) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE
ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON
(AS SUCH TERMS ARE DEFINED IN THE TAX BENEFITS PRESERVATION PLAN). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE TAX BENEFITS PRESERVATION
PLAN.]1


 





	 	Rights Certificate
	 	 
	 	GENESIS HEALTHCARE, INC.



 





 






	1	The portion of the legend in brackets shall be inserted
only if applicable and shall replace the preceding sentence.



 






    B-1 


     


    







 


This certifies that ______________________,
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Tax Benefits Preservation Plan, dated as of March 11, 2021 (the “Tax
Benefits Preservation Plan”), by and between Genesis Healthcare, Inc.,, a Delaware corporation (the “Company”),
and Equiniti Trust Company (the “Rights Agent”), to purchase from the Company at any time prior to 11:59 p.m.,
New York City time, on March 11, 2024 or such later date and time as may be determined by the Board, or such time as the Rights
are earlier redeemed, exchanged or terminated or such other earlier Expiration Date, in each case as provided in the Tax Benefits
Preservation Plan, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent,
one one-hundredth (1/100) of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock, $0.001 par
value per share, of the Company (the “Preferred Stock”), at a purchase price of four dollars and fifty cents
($4.50) per one one-hundredth (1/100) of a share of Preferred Stock (the “Purchase Price”), upon presentation
and surrender of this Rights Certificate with the Form of Election to Purchase and related certificate properly completed
and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of March 11,
2021, based on the Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence
of a Triggering Event that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. Capitalized
terms used in this Rights Certificate without definition shall have the meanings ascribed to them in the Tax Benefits Preservation
Plan.


 


From and after the Flip-In Event, any Rights
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee
of any such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes
such, or (iii) under certain circumstances specified in the Tax Benefits Preservation Plan, a transferee of a Person that,
after such transfer, became an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such Rights shall become
null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights
from and after the occurrence of such Flip-In Event.


 


As provided in the Tax Benefits Preservation
Plan, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon
the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of
certain events, including Triggering Events.


 


This Rights Certificate is subject to all
of the terms, provisions and conditions of the Tax Benefits Preservation Plan, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Tax Benefits Preservation Plan reference is hereby made for
a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability
of such Rights under the specific circumstances set forth in the Tax Benefits Preservation Plan. Copies of the Tax Benefits Preservation
Plan are on file at the principal executive offices of the Company and are also available upon written request to the Rights Agent.


 






    B-2 


     


    

 


This Rights Certificate, with or without other
Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be
exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of one one-hundredths (1/100) of a share of Preferred Stock as the Rights evidenced by the Rights
Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates
for the number of whole Rights not exercised.


 


Subject to the provisions of the Tax Benefits
Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Board at its option at a redemption price of
$0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date of the Tax Benefits Preservation Plan, at any time prior to the earlier of (i) the close of business
on the tenth (10th) business day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior
to the Record Date, the Close of Business on the tenth (10th) business day following the Record Date), or (ii) the Final Expiration
Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in
part, for shares of the Common Stock, or shares of Preferred Stock having essentially the same value or economic rights as such
shares. Immediately upon the action of the Board of the Company authorizing any such exchange, and without any further action or
any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable
holders to receive the shares issuable upon such exchange.


 


No fractional shares of Preferred Stock or
Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions of Preferred
Stock which are integral multiples of one one-hundredth (1/100) of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits
Preservation Plan. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of
Preferred Stock would be issued.


 


No holder of this Rights Certificate shall
be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities
of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Tax Benefits
Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give
consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders
(except as provided in the Tax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Rights Certificate shall have been exercised or exchanged as provided in the Tax Benefits
Preservation Plan.


 


This Rights Certificate shall not be valid
or obligatory for any purpose until it shall have been countersigned by the Rights Agent.


 


[Signature Page Follows]


 






    B-3 


     


    







 


WITNESS the facsimile or electronic signature
of the proper officers of the Company and its corporate seal.


 


Dated as of _________ __, ______


 


 


	ATTEST:	 	GENESIS HEALTHCARE, INC.
	 	 	 
	 	 	By:	 
	[Secretary]	 	 	Name: 	 
	 	 	 	Title:	 






 





	Countersigned:	 	 
	 	 	 
	EQUINITI TRUST COMPANY	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 



 






    B-4 


     


    

 


[Form of Reverse Side of Rights Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such

holder desires to transfer the Rights Certificate.)


 


FOR VALUE RECEIVED ____________________________________
hereby sells, assigns and transfers unto


	 
	 



 


(Please print name and address of transferee)


 


_________________________________________________________________________________________________________________________

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint
__________________ as attorney in fact, to transfer the within Rights Certificate on the books of the within named Company, with
full power of substitution.


 


Dated: __________________, ____


 





	 	 
	 	 
	 	Signature



 


Signature Guaranteed:


 


Signatures must be guaranteed by a bank,
trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.


 





	..............................................................................................................	 
	(To be completed)	 



 


The undersigned hereby certifies that the
Rights evidenced by this Rights Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not
being assigned to an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Tax Benefits Preservation
Plan).


 






    B-5 


     


    







Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) this Rights Certificate [ ] is [
] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined pursuant to the Tax Benefits Preservation Plan); and


 


(2) after due inquiry and to the best
knowledge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from
any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.


 


	Dated: _____________, _____	 	 
	 	 	Signature
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 


 


Signature must be guaranteed by a bank, trust company, broker,
dealer or other eligible institution participating in a recognized signature guarantee medallion program.


 






    B-6 


     


    







 


NOTICE


 


The signature to the foregoing Form of
Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular,
without alteration or enlargement or any change whatsoever.


 


In the event the certification set forth above
in the Form of Assignment and Certificate is not completed, such assignment will not be honored.


 






    B-7 


     


    







 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to exercise Rights
represented by the Rights Certificate.)


 


To: GENESIS HEALTHCARE, INC.:


 


The undersigned hereby irrevocably elects
to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock (or other securities
or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such
other securities) be issued in the name of and delivered to:


 


Please insert social security

or other identifying number


 


	 
	
        (Please print name and address) 

	 


 


If such number of Rights shall not be all
the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered
in the name of and delivered to:


 


Please insert social security

or other identifying number


 


	 
	
        (Please print name and address) 

	 
	 


 


Dated: __________________, ___


 





	 	 
	 	Signature



 


(Signature must conform to holder specified
on Rights Certificate)


 


Signature Guaranteed:


 


Signature must be guaranteed by a bank, trust company, broker,
dealer or other eligible institution participating in a recognized signature guarantee medallion program.


 






    B-8 


     


    







 


Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) the Rights evidenced by this Rights
Certificate [  ] are [  ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person
or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Tax Benefits Preservation
Plan); and


 


(2) after due inquiry and to the best
knowledge of the undersigned, the undersigned [  ] did [  ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.


 


	Dated: _____________, ______	 	 
	 	 	Signature
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 


 


Signature must be guaranteed by a bank,
trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.


 






    B-9 


     


    

 


NOTICE


 


The signature to the foregoing Form of
Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular,
without alteration or enlargement or any change whatsoever.


 


In the event the certification set forth above
in the Form of Election to Purchase and Certificate is not completed, such election to purchase will not be honored.


 






    B-10 


     


    







  






Exhibit C


 


FORM OF

SUMMARY OF RIGHTS TO PURCHASE

PREFERRED STOCK OF

GENESIS HEALTHCARE, INC.


 


On March 11, 2021, the board of directors
(the “Board”) of Genesis Healthcare, Inc., a Delaware corporation (the “Company”), authorized
and declared a dividend distribution of one right (a “Right”) for each outstanding Class A share of common
stock, par value $0.001 per share, of the Company (the “Common Stock”), to stockholders of record at the close
of business on March 11, 2021 (the “Record Date”). Each Right entitles the registered holder to purchase
from the Company a unit consisting of one one-hundredth (1/100) of a share (a “Unit”) of Series A Junior
Participating Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) at a purchase
price of four dollars and fifty cents ($4.50) per Unit, subject to adjustment (the “Purchase Price”). The description
and terms of the Rights are set forth in a Tax Benefits Preservation Plan, dated as of March 11, 2021 (as the same may be
amended from time to time, the “Tax Benefits Preservation Plan”), by and between the Company and Equiniti Trust
Company, as rights agent (the “Rights Agent”). The Tax Benefits Preservation Plan is intended to help protect
the Company’s tax net operating losses and certain other tax assets (“Tax Benefits”) by deterring any
person from becoming the Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding.


 


Rights
Certificates; Exercise Period.


 


Initially, the Rights will be attached to
all Common Stock certificates representing shares then-outstanding, and no separate rights certificates (“Rights Certificates”)
will be distributed. Subject to certain exceptions specified in the Tax Benefits Preservation Plan, the Rights will separate from
the Common Stock and a distribution date (“Distribution Date”) will occur upon the earlier of (i) ten (10) business
days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”)
has become a Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding (the “Stock Acquisition Date”)
and (ii) ten (10) business days (or such later date as the Board of the Company shall determine) following the commencement
of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.


 


Until the Distribution Date (or earlier expiration
of the Rights), (i) the Rights will be evidenced by the Common Stock certificates (or, for book entry shares, by notations
in the respective accounts for the Common Stock) and will be transferred with and only with such Common Stock, (ii) new Common
Stock certificates issued after the Record Date will contain a notation incorporating the Tax Benefits Preservation Plan by reference
(for book entry shares the account statement will contain a notation advising the holders of the Tax Benefits Preservation Plan)
and (iii) the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights (or book entry shares in respect of such Common Stock), will also constitute
the transfer of the Rights associated with the Common Stock represented by such certificates (or book entry shares). Pursuant to
the Tax Benefits Preservation Plan, the Company reserves the right to require prior to the occurrence of a Triggering Event (as
defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Series A Preferred
Stock will be issued.


 






    C-1


     


    

 


The definition of “Acquiring Person”
contained in the Tax Benefits Preservation Plan contains several exemptions, including for (i) the Company or any of its subsidiaries;
(ii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person or entity organized, appointed
or established by the Company for or pursuant to the terms of any such plan; (iii) any person who becomes a beneficial owner
of 4.9% or more of the shares of Common Stock then outstanding as a result of (x) a reduction in the number of shares of Common
Stock by the Company due to a repurchase of securities by the Company or (y) a stock dividend, stock split, reverse stock
split or similar transaction, in each case unless and until such person increases his, her or its ownership by more than one (1) percentage
point over such person’s lowest percentage stock ownership on or after the consummation of the relevant transaction; (iv) any
person that becomes a beneficial owner of 4.9% or more of the shares of Common Stock then outstanding as a result of an exchange
of Class A units of FC-GEN Operations Investment, LLC, for shares of Common Stock unless and until (x) such person acquires
one or more shares of Common Stock other than through such exchange and on or after the date of such exchange or (y) such
person’s ownership of Common Stock after such exchange exceeds the sum of (A) the Common Stock owned by such person
on the date of the Tax Benefits Preservation Plan and (B) the Common Stock received in the exchange; (v) Welltower Inc.,
a Delaware corporation (“Welltower”), unless and until Welltower or its affiliates acquire one or more shares
of Common Stock other than (x) Common Stock issued by the Company to Welltower or its affiliates pursuant to the exercise
of a warrant issued by the Company and (y) Common Stock issued by the Company to Welltower or its Affiliates, in each case
pursuant to the Transaction Agreement between the Company and Welltower dated as of March 2, 2021; (vi) any person who,
together with all affiliates and associates of such person, was a beneficial owner of 4.9% or more of the shares of Common Stock
then outstanding on the date of the Tax Benefits Preservation Plan (as disclosed in public filings with the Securities and Exchange
Commission on the date of the Tax Benefits Preservation Plan), unless and until such person and its affiliates and associates increase
their aggregate ownership by more than one (1) percentage point over their lowest percentage stock ownership on or after
the date of the Tax Benefits Preservation Plan or decrease their aggregate percentage stock ownership below 4.9%; (vii) any
person who, within ten (10) business days of being requested by the Company to do so, certifies to the Company that such person
became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who, together with all affiliates
and associates, thereafter within ten (10) business days following such certification disposes of such number of shares of
Common Stock so that it, together with all affiliates and associates, ceases to be an Acquiring Person; and (viii) any person
that the Board of the Company has affirmatively determined in its sole discretion shall not be deemed an Acquiring Person.


 


The Rights are not exercisable until the Distribution
Date and will expire on the earliest of (i) 11:59 p.m., New York City time, on March 11, 2024 or such later date and
time as may be determined by the Board of the Company as provided in the Tax Benefits Preservation Plan; (ii) the time at
which the Rights are redeemed or exchanged as provided in the Tax Benefits Preservation Plan; (iii) the time at which the
Board of the Company determines that the Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation
of Tax Benefits; and (iv) the close of business on the first day of a taxable year of the Company to which the Board of the
Company determines that no Tax Benefits may be carried forward.


 






    C-2


     


    

 


As soon as practicable after the Distribution
Date, Rights Certificates will be sent by such means as may be selected by the Company to holders of record of the Common Stock
as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the
Rights. Except as otherwise determined by the Board of the Company, only shares of Common Stock issued after the Record Date and
prior to the earlier of the Distribution Date and the Final Expiration Date (or the date the Rights are earlier redeemed, exchanged
or terminated) will be issued with the Rights.


 


Flip-in
Trigger.


 


In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring Person
is a transaction described under “Flip-over Trigger,” below), each holder of a Right will thereafter have the
right to receive, upon the exercise of a Right, that number of shares of Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a market value equal to two times the exercise price of the Right. Notwithstanding any
of the foregoing, following the occurrence of such an event, all Rights that are, or (under certain circumstances specified in
the Tax Benefits Preservation Plan) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are
not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below.


 


For example, at an exercise price of $4.50
per Right, each Right not owned by an Acquiring Person (or by certain related parties thereof) following an event set forth in
the preceding paragraph would entitle its holder to purchase $9.00 worth of Common Stock (or other consideration, as noted above)
for $4.50. Assuming that the Common Stock had a per share value of $1.00 at such time, the holder of each valid Right would be
entitled to purchase 9 shares of Common Stock for $4.50.


 


Flip-over
Trigger.


 


In the event that, at any time following the
Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company
is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which
the Company is the surviving corporation and the Common Stock is changed or exchanged, or (iii) fifty percent (50%) or more
of the Company’s consolidated assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights
which have become null and void as set forth above) shall thereafter have the right to receive, upon the exercise of a Right, that
number of shares of common stock of the acquiring company having a value equal to two times the exercise price of the Right. The
events set forth in this paragraph and in the second preceding paragraph are referred to as the “Triggering Events.”


 






    C-3


     


    

 


Exchange
Feature.


 


At any time after any person or group becomes
an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common
Stock or the occurrence of one of the events described in the preceding “Flip-over Trigger” paragraph above, the Board
of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become null and void),
in whole or in part, at an exchange ratio of one share of Common Stock, or one one-hundredth (1/100) of a share of Series A
Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).


 


Equitable
Adjustments.


 


The Purchase Price payable, and the number
of Units of Series A Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination, consolidation
or reclassification of, the Series A Preferred Stock, (ii) if holders of the Series A Preferred Stock are granted
certain rights or warrants to subscribe for Series A Preferred Stock or convertible securities at less than the then-current
market price of the Series A Preferred Stock, or (iii) upon the distribution to holders of the Series A Preferred
Stock of evidences of indebtedness, assets or cash (excluding regular quarterly cash dividends or dividends payable in Series A
Preferred Stock) or of subscription rights or warrants (other than those referred to above).


 


The number of outstanding Rights is subject
to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations
or combinations of the Common Stock 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 amount to at least one percent (1%) of the Purchase Price. No
fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series A
Preferred Stock on the last trading day prior to the date of exercise.


 


Redemption
of the Rights.


 


At any time until prior to the earlier to
occur of (i) ten (10) business days after the public announcement that an Acquiring Person becomes such and (ii) the
Final Expiration Date, the Board of the Company may, at its option, redeem the Rights in whole, but not in part, at a price of
$0.0001 per Right, (as such amount may be adjusted pursuant to the Rights Agreement) payable, at the option of the Company, in
cash, shares of Common Stock or such other form of consideration as the Board of the Company shall determine. The redemption of
the Rights may be made effective at such time, on such basis and with such conditions as the Board of the Company in its sole discretion
may establish. Immediately upon the action of the Board of the Company ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $0.0001 redemption price.


 






    C-4


     


    

 


Amendment
of Rights.


 


Any of the provisions of the Tax Benefits
Preservation Plan may be amended by Board of the Company so long as the Rights are then redeemable. At any time when the Rights
are no longer redeemable, the provisions of the Tax Benefits Preservation Plan may be amended by the Board of the Company for any
reason, including to shorten or lengthen any time period under the Tax Benefits Preservation Plan. Notwithstanding the foregoing,
no amendment may be made at such time as the Rights are not redeemable that may (a) adversely affect the interests of the
holders of the Rights as such, (b) cause the Tax Benefits Preservation Plan to become amendable other than as already provided
in the Tax Benefits Preservation Plan and (c) cause the Rights to again become redeemable.


 


Miscellaneous.


 


Until a Right is exercised or exchanged, the
holder thereof, as such, will have no separate rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends in respect of the Rights. While the distribution of the Rights will not be taxable to stockholders
or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event
of the redemption of the Rights as set forth above.


 


A copy of the Tax Benefits Preservation Plan
has been or will be filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A
and/or a Current Report on Form 8-K. A copy of the Tax Benefits Preservation Plan is available free of charge from the Company.
This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Tax
Benefits Preservation Plan, which is hereby incorporated herein by reference.


 






    C-5