Exhibit 4.1


 


Execution Copy


 


SECTION 382 TAX BENEFITS PRESERVATION
PLAN


 


by and between


 


SUPPORT.COM, INC.


 


and


 


COMPUTERSHARE TRUST COMPANY, N.A.,


as Rights
Agent,


 


Dated as of April 20, 2016




    	 



    	



    


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	Section 1.	Definitions	 	1
	Section 2.	Appointment of Rights Agent	 	8
	Section 3.	Issuance of Right Certificates	 	9
	Section 4.	Form of Right Certificates; Notice to Rights Agent as to Acquiring Person	 	10
	Section 5.	Countersignature and Registration	 	11
	Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	 	12
	Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	 	13
	Section 8.	Cancellation and Destruction of Right Certificates	 	14
	Section 9.	Reservation and Availability of Shares of Preferred Stock	 	15
	Section 10.	Securities Issuable Upon Exercise	 	16
	Section 11.	Adjustments to Number and Kind of Securities or Other Property, Number of Rights or Purchase Price	 	16
	Section 12.	Certification of Adjustments	 	24
	Section 13.	Fractional Rights and Fractional Shares	 	24
	Section 14.	Rights of Action	 	25
	Section 15.	Agreement of Right Holders	 	25
	Section 16.	Right Certificate Holder Not Deemed a Stockholder	 	26
	Section 17.	Concerning the Rights Agent	 	26
	Section 18.	Merger or Consolidation or Change of Name of Rights Agent	 	27
	Section 19.	Duties of Rights Agent	 	28
	Section 20.	Change of Rights Agent	 	30
	Section 21.	Issuance of New Right Certificates	 	31
	Section 22.	Redemption	 	32
	Section 23.	Exchange	 	32
	Section 24.	Notice of Proposed Actions	 	34
	Section 25.	Notices	 	35
	Section 26.	Supplements and Amendments	 	36
	Section 27.	Successors	 	37
	Section 28.	Benefits of this Agreement	 	37
	Section 29.	Governing Law	 	37




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	Section 30.	Counterparts	 	37
	Section 31.	Descriptive Headings	 	37
	Section 32.	Severability	 	37
	Section 33.	Determination and Actions by the Board, etc	 	38
	Section 34.	Force Majeure	 	38
	Section 35.	Further Assurance	 	38
	 	 	 	 
	Exhibit A - Certificate of Designation of Series B Junior Participating Preferred Stock	 	 
	Exhibit B - Form of Right Certificate	 	 
	Exhibit C - Form of Summary of Rights	 	 




    	ii



    	



    

SECTION 382 TAX BENEFITS PRESERVATION
PLAN


 


SECTION 382 TAX BENEFITS
PRESERVATION PLAN (this “Agreement”), dated April 20, 2016, between Support.com, Inc., a Delaware corporation
(the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent
(the “Rights Agent”).


 


RECITALS:


 


WHEREAS, the
Company and certain of its Subsidiaries have generated certain Tax Benefits (as hereinafter defined) for United States federal
income tax purposes, such Tax Benefits may potentially provide valuable benefits to the Company, the Company desires to avoid an
“ownership change” within the meaning of Section 382 (as hereinafter defined), and the Treasury Regulations (as hereinafter
defined) promulgated thereunder, and thereby preserve its ability to utilize such Tax Benefits, and, in furtherance of such objective,
the Company desires to enter into this Agreement; and


 


WHEREAS, on April
20, 2016, the Board of Directors of the Company (the “Board”) authorized and declared a dividend of one right
(a “Right”) for each share of the Common Stock (as hereinafter defined) of the Company outstanding as of the
Close of Business (as defined herein) on May 3, 2016 (the “Record Date”), each Right representing the right
to purchase, upon the terms and subject to the conditions herein, one one-thousandth of a share of Preferred Stock (as defined
below) of the Company (each one one-thousandth of a share, a “Unit”), and (ii) further authorized the issuance,
upon the terms and subject to the conditions herein, of one Right with respect to each share of Common Stock of the Company that
shall become outstanding between the Record Date and the earlier of the Distribution Date and the Expiration Date (each as defined
herein) (or thereafter in accordance with Section 21 hereof).


 


NOW, THEREFORE,
in consideration of the premises and the mutual agreements herein set forth and intending to be legally bound hereby, the parties
hereby agree as follows:


 


Section 1.        Definitions.


 


For purposes of this
Agreement, the following terms shall have the meanings indicated:


 


(a)        “Acquiring
Person” means any Person who or which, together with all Affiliates and Associates of such Person, is or becomes the
Beneficial Owner of 4.99% or more of the shares of Common Stock of the Company then outstanding, as calculated pursuant hereto,
but shall not include:


 


(i) any Exempt
Person;


 


(ii) any
“direct public group” within the meaning of Treasury Regulations Section 1.382-2T(j)(2)(ii);


 


(iii) any
Existing Holder unless and until such Existing Holder acquires Beneficial Ownership of any additional shares of Common Stock
of the Company after the first public announcement by the Company of the adoption of this Agreement (other than pursuant to a
stock



    	 



    	



    


split, reverse stock
split, stock dividend, reclassification or similar transaction effected by the Company) at a time when such Existing Holder is
still the Beneficial Owner of 4.99% or more of shares of the Common Stock of the Company then outstanding, in which case such Person
shall be an Acquiring Person;


 


(iv) any Person
who as the result of an acquisition of shares of Common Stock by the Company (or any Subsidiary of the Company, any employee benefit
plan of the Company or any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant
to the terms of any such plan) which, by reducing the number of shares of Common Stock of the Company outstanding, increases the
proportionate number of shares of Common Stock of the Company Beneficially Owned by such Person to 4.99% or more of the shares
of Common Stock of the Company then outstanding; provided, however, that, if a Person shall become the Beneficial
Owner of 4.99% or more of the shares of Common Stock of the Company then outstanding by reason of acquisition of shares by the
Company (or any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person
organized, appointed or established by the Company for or pursuant to the terms of any such plan) and shall, after the first public
announcement by the Company of such share acquisitions by the Company (or any Subsidiary of the Company, any employee benefit plan
of the Company or any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant
to the terms of any such plan), becomes the Beneficial Owner of any additional shares (other than pursuant to a stock split, reverse
stock split, stock dividend, reclassification or similar transaction effected by the Company) of Common Stock of the Company and
immediately thereafter is the Beneficial Owner of 4.99% or more of the shares of Common Stock of the Company then outstanding,
then such Person shall be an Acquiring Person; or


 


(v) any Person
who or which, within ten (10) Business Days of being requested by the Company to advise it regarding the same, certifies to the
Company that such Person acquired shares of Common Stock in excess of 4.99% 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 reduces such Person’s, together with its Affiliates’ and Associates’, Beneficial Ownership to less
than 4.99% of the shares of Common Stock then outstanding; provided, however, that (x) if the Person requested
to so certify fails to do so within ten (10) Business Days or breaches or violates such certification, then such Person shall become
an Acquiring Person immediately after such ten (10) Business Day period or such breach or violation or (y) if the Person together
with its Affiliates and Associates fails to reduce Beneficial Ownership to less than 4.99% within ten (10) Business Days following
such certification, then such Person shall become an Acquiring Person immediately after such ten (10) Business Day period;


 


provided, however, that no
Person shall be an Acquiring Person if the Board shall have affirmatively determined, prior to or after the Distribution Date,
in light of the intent and purposes of this Agreement or other circumstances facing the Company, that such Person shall not be
deemed an Acquiring Person, unless and until such Person shall again become an Acquiring Person.



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In determining whether a Person owns 4.99%
or more of the shares of Common Stock of the Company then outstanding, for all purposes of this Agreement, all of the Common Stock
of the Company Beneficially Owned by such Person shall be taken into account in the numerator and, for purposes of the denominator,
any calculation of the number of shares of Common Stock outstanding at any particular time shall be made pursuant to and in accordance
with Section 382 and the Treasury Regulations promulgated thereunder. Without limiting the foregoing, any Person (other than a
“direct public group” within the meaning of Treasury Regulations Section 1.382-2T(j)(2)(ii)) shall be treated as the
Beneficial Owner of 4.99% or more shares of the Common Stock of the Company then outstanding if, in the determination of the Board,
that Person would be treated as a “5-percent stockholder” for purposes of Section 382 (substituting “4.99”
for “5” each time “five” or “5” is used in or for purposes of Section 382). Notwithstanding
anything to the contrary set forth herein, any shares of Common Stock of which a Person or any Affiliate or Associate becomes the
Beneficial Owner pursuant to an equity compensation award granted to such Person by the Company or as a result of an adjustment
by the Company to the number of shares of Common Stock represented by such equity compensation award pursuant to the terms thereof
shall, solely for purposes of determining the number of shares of Common Stock of which such Person or any Affiliate or Associate
is the Beneficial Owner at any time, not be included in (x) the calculation of the number of shares of Common Stock outstanding
or (y) the particular percentage of the number of shares of Common Stock of which such Person and/or any Affiliate or Associate
of such Person is the Beneficial Owner.


 


(b)        “Adjustment
Shares” shall have the meaning set forth in Section 11(a)(ii).


 


(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 as in effect on the date of this Agreement, and to the extent not included within the foregoing
clause of this Section 1(c), shall also include, with respect to any Person (other than an Exempt Person or an Existing Holder),
any other Person whose Common Stock would be deemed constructively or otherwise owned by, or otherwise aggregated with shares owned
by, such first Person or owned by a single “entity” pursuant to the provisions of Section 382; provided, however,
that a Person will not be deemed to be the Affiliate or Associate of another Person solely because either or both Persons are or
were directors of the Company.


 


(d)        A Person shall
be deemed the “Beneficial Owner” of, and to “Beneficially Own,” any securities:


 


(i)    which such
Person or any of such Person’s Affiliates or Associates (A) directly or indirectly has the right to vote or dispose of, alone
or in concert with others, or (B) is deemed to beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of the
General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement, including, with respect to both
clause (A) and clause (B), pursuant to any agreement, arrangement or understanding (whether or not in writing), but only if the
effect of such agreement, arrangement or understanding is to treat such Persons as an “entity” under Section 1.382-3(a)(1)
of the Treasury Regulations; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to
Beneficially Own securities (including rights, options or warrants) which are convertible or exchangeable into or exercisable for
Common Stock except to the



    	3



    	



    

extent the acquisition
or transfer of such rights, options or warrants would reasonably be expected to result in the rights, options or warrants being
treated as exercised on the date of their acquisition or transfer under Section 382;


 


(ii)   which such
Person or any of such Person’s Affiliates or Associates owns, directly or indirectly, or has the right to acquire (whether
such right is exercisable immediately, or only after the passage of time, compliance with regulatory requirements, the fulfillment
of a condition, or otherwise) pursuant to any agreement, arrangement or understanding (whether or not in writing), or upon the
exercise of conversion rights, exchange rights, warrants, options, or other rights (including, without limitation, within the meaning
of Section 382) or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, (A) any shares of Common Stock by virtue of owning securities or other interests (including rights, options
or warrants) that are convertible or exchangeable into, or exercisable for, such shares of Common Stock, except to the extent that
upon the issuance, acquisition or transfer of such securities or other interests, such securities or other interests would be treated
as exercised under Section 1.382-4(d) or other applicable sections of the Treasury Regulations, (B) securities tendered pursuant
to a tender offer or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates
until such tendered securities are accepted for purchase or exchange or (C) securities issuable upon the exercise or exchange of
Rights;


 


(iii)   which are
owned, directly or indirectly, by any other Person, if such Person or any of such Person’s Affiliates or Associates has any
agreement, arrangement or understanding (whether or not in writing) with such other Person or any of such other Person’s
Affiliates or Associates for the purpose of acquiring, holding, voting or disposing of any securities of the Company, but only
if the effect of such agreement, arrangement or understanding is to treat such Persons as an “entity” under Section
1.382-3(a)(1) of the Treasury Regulations; and


 


(iv)  to the extent
not included within the foregoing provisions of this Section, a Person shall be deemed the “Beneficial Owner” of and
shall be deemed to “beneficially own” or have “beneficial ownership” of securities, if such Person would
be deemed to constructively own such securities pursuant to Sections 1.382-2T(h) and 1.382-4(d) of the Treasury Regulations, such
Person owns such securities pursuant to a “coordinated acquisition” treated as a single “entity” as defined
in Section 1.382-3(a)(1) of the Treasury Regulations, or such securities are otherwise aggregated with securities owned by such
Person, pursuant to the provisions of Section 382;


 


provided, however, that (i)
a Person will not be deemed the Beneficial Owner of, or to Beneficially Own, any security (A) if such Person has the right to vote
such security pursuant to an agreement, arrangement or understanding (whether or not in writing) which (1) arises solely from a
revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, Section 14(a) of the Exchange Act by means of a solicitation statement filed on Schedule 14A, and (2) is not also
then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report), or (B) if such beneficial ownership
arises solely as a result of such Person’s status as a “clearing agency,” as defined in Section 3(a)(23) of the
Exchange Act; (ii) nothing in this definition will cause a Person engaged in business as an underwriter of securities to be the
Beneficial Owner of, or to



    	4



    	



    

Beneficially Own, any securities acquired
through such Person’s participation in good faith in an underwriting syndicate until the expiration of forty (40) calendar
days after the date of such acquisition, or such later date as the Board may determine in any specific case; (iii) subject to Section
1(d)(iv), above, a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any securities if (A) such securities
would not be deemed constructively or otherwise owned by, or otherwise aggregated with shares owned by, such Person, and (B) such
securities would not be deemed constructively or otherwise owned by a single “entity”, in each case, for purposes of
Section 382; and (iv) a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own any securities which such Person
or any of such Person’s Affiliates or Associates would otherwise be deemed to Beneficially Own pursuant to this Section 1(d)
solely as a result of any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s
Affiliates or Associates), or any tender, voting or support agreement entered into by such Person (or one or more of such Person’s
Affiliates or Associates) in connection therewith, if, prior to such Person becoming an Acquiring Person, the Board has approved
such merger or other acquisition agreement and any such tender, voting or support agreement entered into in connection therewith.


 


(e)        “Board”
shall have the meaning set forth in the recitals.


 


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


 


(g)        “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.


 


(h)        “Code”
shall have the meaning set forth in the preamble.


 


(i)         “Common
Stock,” when used with reference to the Company, shall mean the common stock (presently $0.0001 par value per share)
of the Company. “Common Stock”, when used with reference to any Person other than the Company, shall mean shares
of the capital stock with the greatest voting power of such other Person or, if such other Person is a subsidiary of another Person,
the entity which ultimately controls such first-mentioned Person. “Common Stock” when used with reference to
any Person not organized in corporate form shall mean units of beneficial interest which (x) represent the right to participate
generally in the profits and losses of such Person (including without limitation any flow-through tax benefits resulting from an
ownership interest in such Person) and (y) are entitled to exercise the greatest voting power of such Person or, in the case of
a limited partnership, have the power to remove the general partner or partners.


 


(j)         “Company”
shall have the meaning set forth in the preamble.


 


(k)        “Code” shall mean the Internal Revenue Code of 1986, as amended.


 


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


 


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



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


 


(o)        “Equivalent
Preferred Securities” shall have the meaning set forth in Section 11(b).


 


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


 


(q)        “Excess
Exchange Shares” shall have the meaning set forth in Section 23.


 


(r)         “Existing
Holder” shall mean any Person who, immediately prior to the first public announcement of the adoption of this Agreement
by the Company, is the Beneficial Owner of 4.99% or more of the Common Stock then outstanding, together with any Affiliates and
Associates of such Person.


 


(s)         “Exempt
Person” shall mean (i) the Company or any Subsidiary of the Company, in each case including, without limitation, the
officers and board of directors thereof acting solely in their fiduciary capacity, (ii) any employee benefit plan of the Company
or any Subsidiary of the Company or any entity or trustee organized, appointed, established or holding shares of Common Stock of
the Company for or pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees
of the Company or any Subsidiary of the Company, (iii) any Person who the Board determines, in its sole discretion, prior to the
time such Person would otherwise be an Acquiring Person, should be permitted to become the Beneficial Owner of up to a number of
the shares of Common Stock determined by the Board (the “Exempted Number”) and be exempted from being an Acquiring
Person, unless and until such Person acquires Beneficial Ownership of shares of Common Stock of the Company in excess of the Exempted
Number (other than pursuant to a stock split, reverse stock split, stock dividend, reclassification or similar transaction effected
by the Company) in which case such Person shall be an Acquiring Person; provided, however, that the Board may make
such exemption subject to such conditions, if any, which the Board may determine, and (iv) any Person who is a transferee from
the estate of an Exempt Person and who receives Common Stock of the Company as a bequest or inheritance from such Exempt Person,
but only for so long as such transferee continues to be the Beneficial Owner of 4.99% or more of the then outstanding shares of
Common Stock of the Company.


 


(t)         “Expiration
Date” shall mean the earliest of (i) the date on which all of the Rights are redeemed as provided in Section 22, (ii)
the date on which the Rights are exchanged as provided in Section 23, (iii) the consummation of a reorganization transaction entered
into by the Company resulting in the imposition of stock transfer restrictions that the Board, in its sole discretion, determines
will provide protection for the Company’s Tax Benefits similar to that provided by this Agreement, (iv) the Close of Business
on the effective date of the repeal of Section 382 (but excluding the repeal or withdrawal of any Treasury Regulations thereunder),
or any other change, if the Board determines in its sole discretion, that this Agreement is no longer necessary or desirable for
the preservation of Tax Benefits, (v) the date on which the Board otherwise determines, in its sole discretion, that this Agreement
is no longer necessary to preserve the Tax Benefits, and (vi) the beginning of a taxable year of the Company to which the Board
determines in its sole discretion, that no Tax Benefits may be carried forward.



    	6



    	



    

(u)        “Final
Expiration Date” shall mean April 20, 2019.


 


(v)        “NASDAQ”
shall mean the NASDAQ Stock Market or any of its listing venues.


 


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


 


(x)        “Person”
shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, association,
trust, syndicate or other entity, or any group of persons making a “coordinated acquisition” of shares of Common Stock
or otherwise treated as an entity within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations or otherwise for purposes
of Section 382, or any successor provision or replacement provision, and includes any successor (by merger or otherwise) of such
individual or entity.


 


(y)        “Preferred
Stock” shall mean shares of Series B Junior Participating Cumulative Preferred Stock, par value $0.0001 per share, of
the Company having the voting powers, designations, preferences and relative rights described in the Certificate of Designation,
Preferences and Rights set forth in Exhibit A hereto, 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 B Junior Participating
Preferred Stock.


 


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


 


(aa)    
 “Record Date” shall have the meaning set forth in the recitals.


 


(bb)      “Redemption
Price” shall have the meaning set forth in Section 22(a).


 


(cc)      “Right”
shall have the meaning set forth in the preamble.


 


(dd)      “Rights
Agent” shall have the meaning set forth in the preamble.


 


(ee)      “Right
Certificate” shall have the meaning set forth in Section 3(a).


 


(ff)        “Section
11(a)(ii) Event” shall have the meaning set forth in Section 11(a)(ii).


 


(gg)      “Section
382” shall mean Section 382 of the Code and the Treasury Regulations promulgated thereunder.


 


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


 


(ii)        “Share
Equivalents” shall have the meaning set forth in Section 11(a)(iii).


 


(jj)        “Stock
Acquisition Date” shall mean the first date of a 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 indicating that an Acquiring Person has become such; provided that, if such Person is



    	7



    	



    

determined by the Board
not to be or have become an Acquiring Person, then no Stock Acquisition Date shall be deemed to have occurred.


 


(kk)      “Subsidiary”
of a Person shall mean any corporation or other entity of which securities or other ownership interests having ordinary voting
power sufficient to elect or appoint a majority of the board of directors or other persons performing similar functions are beneficially
owned, directly or indirectly, by such Person and any corporation or other entity that is otherwise controlled by such Person.


 


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


 


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


 


(nn)      “Tax
Benefits” shall mean the net operating loss carryforwards, capital loss carryforwards, general business credit carryforwards,
alternative minimum tax credit carryforwards and foreign tax credit carryforwards, as well as any loss or deduction attributable
to a “net unrealized built-in loss” within the meaning of Section 382, and the Treasury Regulations promulgated thereunder,
of the Company or any direct or indirect Subsidiary thereof.


 


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


 


(pp)      “Treasury
Regulations” shall mean final and temporary (but not proposed) regulations of the U.S. Department of the Treasury promulgated
under the Code, as such regulations may be amended from time to time.


 


(qq)      “Triggering
Event” shall mean any Section 11(a)(ii) Event.


 


(rr)       “Trust”
shall have the meaning set forth in Section 23(a).


 


(ss)       “Trust
Agreement” shall have the meaning set forth in Section 23(a).


 


(tt)        “Unit”
shall have the meaning set forth in the recitals.


 


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 express terms and conditions of this Agreement (and no implied terms and conditions), and the Rights Agent hereby accepts
this appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, upon ten
(10) days’ prior written notice the Rights Agent. In the event the Company appoints one or more co-Rights Agents, the respective
duties of the Rights Agents and any co-Rights Agents shall be as the Company shall determine and the Company shall promptly notify
the Rights Agent of such duties. The Rights Agent shall have no duty to supervise, and in no event shall be liable for, the acts
or omissions of any co-Rights Agent.



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Section 3.        Issuance
of Right Certificates.


 


(a)       Until the Close
of Business on the earlier to occur of (i) the tenth (10th) calendar day after the Stock Acquisition Date or (ii) the tenth (10th)
calendar day (or such later time as determined by the Board but in no event later than the time such Person becomes an Acquiring
Person) after the date of the commencement by any Person of a tender or exchange offer, upon the successful consummation of which
such Person, together with its Affiliates and Associates, would be an Acquiring Person (irrespective of whether any shares are
actually purchased pursuant to such offer), or in the case of clause (ii) such later date specified by the Board which date shall
not be later than the date specified in clause (i) (the earliest of such dates being referred to herein as the “Distribution
Date”), (x) the Rights will be evidenced by the certificates for the shares of Common Stock of the Company registered
in the names of the holders of the shares of Common Stock of the Company (which certificates for shares of Common Stock of the
Company shall be deemed also to be certificates for Rights) or, with respect to shares of Common Stock of the Company not represented
by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these
shares, and, in each case, not by separate certificates, (y) the registered holders of shares of Common Stock of the Company shall
also be the registered holders of the associated Rights, and (z) the Rights (and the right to receive certificates therefor) will
be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer
to the Company). As soon as practicable after the Distribution Date, the Rights Agent will, if requested to do so by the Company
and provided with all necessary information and documents, at the expense of the Company, send, by first-class, postage prepaid
mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Distribution Date, at the
address of the holder shown on the records of the Company, a certificate in substantially the form of Exhibit B (the “Right
Certificate”) evidencing the Rights underlying the shares of Common Stock of the Company so held. As of and after the
Distribution Date, the Rights will be evidenced solely by the Right Certificates. The Company shall promptly notify the Rights
Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the
same in writing on or prior to the next succeeding Business Day. Until such written notice is received by the Rights Agent, the
Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.


 


(b)       Upon request
of any holder of record of a Right, the Company will send a copy of this Agreement and a copy of the Summary of the Terms of the
Rights, substantially in the form attached hereto as Exhibit C (the “Summary of Rights”), by postage prepaid
mail, to the holder.


 


(c)       Until the Distribution
Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for shares of
Common Stock of the Company shall also constitute the surrender for transfer of the Rights associated with the shares of Common
Stock represented thereby and the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer
of the Rights associated with the shares.


 


(d)       Certificates
issued for shares of Common Stock of the Company (including, without limitation, certificates issued upon transfer or exchange
of shares of Common



    	9



    	



    

Stock of the Company)
after the Record Date, but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date, shall
have impressed on, printed on, written on or otherwise affixed to them the following legend:


 


“This
certificate also evidences and entitles the holder to certain rights (the “Rights”) as set forth in a Section
382 Tax Benefits Preservation Plan by and between Support.com, Inc. and Computershare Trust Company, N.A., as Rights Agent (or
any successor rights agent), dated as of April 20, 2016, as from time to time amended, extended or renewed (the “Plan”),
the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of the
Company. Under certain circumstances, as set forth in the 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 record of this certificate a copy of the Plan,
without charge, within ten Business Days (as defined in the Plan) after receipt of a written request therefor. Under certain circumstances,
as provided in the Plan, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such
terms are defined in the Plan) or any purported subsequent holder of such Rights will become null and void. The Rights shall not
be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance
to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.”


 


The failure to print
the foregoing legend on any such certificate representing shares of Common Stock of the Company or any defect therein shall not
affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.


 


Section 4.        Form
of Right Certificates; Notice to Rights Agent as to Acquiring Person.


 


(a)       The Right Certificates
(and the forms of election to purchase shares and forms of assignment to be printed on the reverse thereof), when, as and if issued,
shall be substantially in the form set forth in 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 (which do not affect the rights, liabilities, duties
or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any law, rule or regulation of any stock exchange
on which the Rights may from time to time be listed, or to conform to usage. Subject to the terms and conditions hereof, the Right
Certificates evidencing the Rights, whenever issued, on their face shall entitle the holders thereof to purchase, for each Right,
one Unit, at the Purchase Price, but the number and type of shares or other property holders thereof shall be entitled to purchase
and the Purchase Price, shall be subject to adjustment as provided in this Agreement.



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(b)       Notwithstanding
any other provision of this Agreement, any Right Certificate that represents Rights that may be or may have been at any time on
or after the Distribution Date beneficially owned by an Acquiring Person or any Affiliate or Associate thereof (or any purported
transferee of such Rights) may have impressed on, printed on, written on or otherwise affixed to it the following legend:


 


“The
beneficial owner of the Rights (the “Rights”) represented by this Right Certificate may be an Acquiring Person
or an Affiliate or Associate (as such terms are defined in the Section 382 Tax Benefits Preservation Plan by and between Support.com,
Inc. and Computershare Trust Company, N.A., as Rights Agent (or any successor rights agent), dated as of April 20, 2016, as from
time to time amended, extended or renewed (the “Plan”)) of an Acquiring Person or a subsequent holder of a Right
Certificate beneficially owned by such Persons (as defined in the Plan). Accordingly, under certain circumstances as provided in
the Plan, this Right Certificate and the Rights represented hereby will be null and void.”


 


The provisions of this
Agreement shall be operative whether or not the foregoing legend is imprinted on any such Right Certificate. The Company shall
give notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person.


 


Section 5.        Countersignature
and Registration.


 


(a)       The Right Certificates
shall be duly executed on behalf of the Company by the Chief Executive Officer, Chief Financial Officer, General Counsel or any
Vice President of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal
or a facsimile thereof which shall be attested by the Secretary, Assistant Secretary, the Treasurer or any Assistant Treasurer
of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent, manually
or by in facsimile 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 Right Certificates shall cease to be such officer of the Company before countersignature by the
Rights Agent and issuance and delivery by the Company, the Right Certificates nevertheless may be countersigned by the Rights Agent,
issued and delivered with the same force and effect as though the person who signed the Right Certificates had not ceased to be
such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual
date of the execution of such Right Certificate, shall be a proper officer of the Company to sign the Right Certificate, although
at the date of the execution of this Agreement any such person was not such an officer.


 


(b)       Following the
Distribution Date and receipt by the Rights Agent of written notice to that effect and all other relevant information referred
to in Section 3(a), the Rights Agent will keep or cause to be kept books for registration and transfer of the Right Certificates
issued hereunder. The books shall show the names and addresses of the respective holders of the Right Certificates, the number
of Rights evidenced on its face by each of the Right Certificates, the date of each of the Right Certificates, and the certificate
numbers for each of the Right Certificates.



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


 


(a)       Subject
to the provisions of Sections 4(b), 7(e) and 13(b), at any time after the Close of Business on the Distribution Date and at
or prior to the Close of Business on the earlier of the Expiration Date or the Final Expiration Date, any Right Certificate
or Right Certificates may be (a) transferred or (b) split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of Units (and/or other securities or property, as the
case may be) as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer any Right Certificate shall surrender the Right Certificate at the office of the Rights Agent
designated for this purpose with the form of assignment on the reverse side thereof duly endorsed (or enclose with such Right
Certificate a written instrument of transfer in a form satisfactory to the Company and the Rights Agent, duly executed by the
registered holder thereof or the registered holder’s attorney duly authorized in writing), and with all signatures duly
guaranteed. Any registered holder desiring to split up, combine or exchange any Right Certificate shall make such request in
a writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be split up,
combined or exchanged at the office of the Rights Agent designated for such purpose. Thereupon or as promptly as practicable
thereafter, the Company shall prepare, execute and deliver to the Rights Agent, and the Rights Agent shall countersign (by
manual or facsimile signature) and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the
case may be, as so requested. The Company may require payment from the holder of a Right 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 Right Certificates. The Rights Agent shall have no duty or obligation to take any action under this Section 6
unless and until the Rights Agent is reasonably satisfied that all such taxes and/or charges have been paid,


 


(b)       Upon receipt
by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and,
if requested by the Company, reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender to
the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will execute and deliver to the Rights Agent
a new Right Certificate of like tenor for delivery to the registered owner in lieu of the Right Certificate so lost, stolen, destroyed
or mutilated. Without limiting the foregoing, the Company may require the owner of any lost, stolen or destroyed Right Certificate,
or his legal representative, to give the Company a bond sufficient to indemnify the Company and the Rights Agent against any claim
that may be made against it on account of the alleged loss, theft or destruction of any such Right Certificate or the issuance
of any such new Right Certificate.


 


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


 


(a)       Subject to Section
7(e) or as otherwise provided in this Agreement, the registered holder of any Right Certificate may exercise the Rights evidenced
thereby in whole at any time or in part from time to time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly executed (with



    	12



    	



    

such signature duly guaranteed),
to the Rights Agent at the office of the Rights Agent designated for such purposes together with payment of the Purchase Price
(defined below), or portion thereof, as applicable, with respect to each Unit or Units (and/or other securities or property in
lieu thereof) as to which the Rights are exercised, subject to adjustment as hereinafter provided, at or prior to the earlier of
the Expiration Date and the Final Expiration Date.


 


(b)       The purchase
price shall initially be $3.00 for each Unit issuable pursuant to the exercise of a Right. The purchase price and the number
of Units (and/or other securities or property, as the case may be) to be acquired upon exercise of a Right shall be subject to
adjustment from time to time as provided in Section 11. (The purchase price, after giving effect to any adjustments, shall be referred
to as the “Purchase Price.”) The Purchase Price shall be payable in lawful money of the United States of America,
in accordance with Section 7(c).


 


(c)       Except as provided
in Sections 7(d) and 7(e), upon receipt of a Right Certificate with the form of election to purchase duly executed, accompanied
by payment of the Purchase Price, or the applicable portion thereof, for the Units (and/or other securities or property, as the
case may be) to be purchased and an amount equal to any applicable tax or governmental charge, by cash, certified check or official
bank check payable to the order of the Company or the Rights Agent, the Rights Agent shall thereupon promptly (i) (A) requisition
from the Company or any transfer agent for the Units, certificates for the number of Units so elected to be purchased, and the
Company will comply and hereby authorizes and directs the transfer agent or shall cause the transfer agent (if the Rights Agent
is not also the transfer agent) to comply with all such requests or (B) if the Company, in its sole discretion, shall have elected
to deposit the shares of Preferred Stock underlying the Units issuable upon exercise of the Rights hereunder into a depositary,
requisition from the depositary agent depositary receipts representing the number of Units as are to be purchased (in which case
certificates for the shares of Preferred Stock underlying the Units represented by the 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 to be paid in lieu of issuance of fractional shares in accordance with Section 13(b) and (iii)
promptly after receipt of the Units certificates or depositary receipts, as the case may be, cause the same to be delivered to
or upon the order of the registered holder of the Right Certificate, registered in such name or names as may be designated by such
holder, and, when appropriate, after receipt promptly deliver the cash to or upon the order of the registered holder of the Right
Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other
property pursuant to Section 11(a), the Company shall make all arrangements necessary so that those other securities, cash and/or
other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement and the
Rights Agent shall promptly take the appropriate actions corresponding to the foregoing clauses (i) through (iii), as applicable.
In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return
the Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the Rights
represented by the Right Certificate no longer include the rights provided by Section 11(a)(ii) and, if less than all the Rights
represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of
Rights represented thereby which continue to include the rights provided by Section 11(a)(ii). In case the holder of any Right
Certificate shall exercise (except pursuant to Section 11(a)(ii)) less than all the Rights evidenced



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thereby, a new Right
Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered
to the registered holder of the Right Certificate or the holder’s duly authorized assigns, subject to the provisions of Section
13(b).


 


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


 


(e)       Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially
owned by (i) an Acquiring Person (or any Affiliate or Associate thereof), (ii) a transferee of an Acquiring Person (or of any Affiliate
or Associate thereof) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person
(or of any Affiliate or Associate thereof) who becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives those Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in the Acquiring Person or to any Person with whom the Acquiring Person has a continuing 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 an agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this
Section 7(e), shall become null and void without any further action and no holder of those Rights shall have any rights whatsoever
with respect to those Rights, whether under any provision of this Agreement or otherwise. The Company shall notify the Rights Agent
when this Section 7(e) applies and shall use its best efforts to ensure that the provisions of this Section 7(e) and Section 4(b)
are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Right Certificates or
other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder.


 


Section 8.        Cancellation
and Destruction of Right Certificates.


 


All Right Certificates
surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to
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 Right 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 Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof.
The Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of the Company,
destroy the cancelled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company.



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Section 9.        Reservation
and Availability of Shares of Preferred Stock.


 


(a)       The Company covenants
and agrees that, from and after the Distribution Date, it will cause to be reserved and kept available, out of and to the extent
of its authorized and unissued shares of Preferred Stock not reserved for another purpose or shares of Preferred Stock not reserved
for another purpose held in its treasury, the number of Units that, as provided in this Agreement, will be sufficient to permit
the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and
keep available Units sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth
in Sections 11(a)(ii) or 11(a)(iii) unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments.


 


(b)       The Company shall
(i) use its best efforts to cause, from and after the Distribution Date, the Rights and all Units (and/or following the occurrence
of a Triggering Event, shares of Common Stock of the Company or other securities, as the case may be) issued or reserved for issuance
upon exercise thereof to be listed or admitted to trading on the NYSE, NASDAQ or another national securities exchange, and (ii)
if then necessary to permit the offer and issuance of such Units, shares of Common Stock of the Company and/or other securities,
as the case may be, register and qualify such Units (or shares of Common Stock of the Company or other securities, as the case
may be) under the Securities Act and any applicable state securities or “blue sky” laws (to the extent exemptions
therefrom are not available), cause the related registration statement and qualifications to become effective as soon as possible
after filing and keep such registration statement and qualifications effective (with a prospectus at all times meeting the requirements
of the Securities Act) until the earlier of the expiration of the 60-day period referred to in Section 11(a)(ii), the Expiration
Date or the Final Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability
of the Rights in order to prepare and file a registration statement under the Securities 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. The Company shall
promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9(b) and give the
Rights Agent a copy of such announcement. Until such written notice is received by the Rights Agent, the Rights Agent may presume
conclusively that no such suspension has occurred or such suspension is still in effect, as the case may be. Notwithstanding any
provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification
in such jurisdiction shall not have been obtained or the exercise thereof shall not otherwise be permitted under applicable law
or a registration statement under the Securities Act (if required) shall not have been declared effective.


 


(c)       The Company covenants
and agrees that it will take all such action as may be necessary to insure that all Units (or shares of Common Stock or other securities)
delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Units (or shares of Common Stock
of the Company or other securities) subject to payment of the Purchase Price (or the applicable portion thereof) in respect thereof,
be duly and validly authorized and issued and fully paid and nonassessable Units (and/or shares of Common Stock and other securities,
as the case may be) in accordance with applicable law.



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(d)       The Company further
covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges
which may be payable in respect of the issuance or delivery of the Right Certificates or of any Units (or shares of Company Stock
of the Company or other securities or property, as the case may be) upon the exercise of Rights. The Company shall not, however,
be required to pay any tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a Person
other than, or the issuance or delivery of certificates for Units (or shares of Common Stock of the Company or other securities
or property, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate,
and the Company and the Rights Agent shall not be required to issue or deliver a Right Certificate or certificate for Units (and/or
shares of Common Stock of the Company or other securities or property, as the case may be) to a Person other than the registered
holder until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate
at the time of surrender) or until it has been established to the Company’s and the Rights Agent’s satisfaction that
no such tax or charge is due.


 


Section 10.      Securities
Issuable Upon Exercise. Each Person in whose name any certificate for Units (or shares of Common Stock of the Company 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 the Units (or shares of Common Stock or other securities, as the case may be) represented thereby on, and the certificate
shall be dated, the date upon which the Right Certificate evidencing these Rights was duly surrendered and payment of the Purchase
Price, or the applicable portion thereof (and any applicable taxes and governmental charges), was made; provided, however,
that if the date of such presentation and payment is a date upon which the transfer books for the Units (or shares of Common Stock
of the Company or other securities, as the case may be) are closed, such Person shall be deemed to have become the record holder
of such Units (or shares of Common Stock of the Company or other securities) on, and such certificate shall be dated, the next
succeeding Business Day on which the transfer books for the Units (or shares of Common Stock of the Company or other securities)
are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate, as such, shall not be entitled
to any rights of a stockholder of the Company with respect to shares for which the Right 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.


 


Section 11.      Adjustments
to Number and Kind of Securities or Other Property, Number of Rights or Purchase Price.


 


The number and kind
of securities or other property subject to purchase upon the exercise of each Right, the number of Rights outstanding and the Purchase
Price are subject to adjustment from time to time as provided in this Section 11.


 


(a)       (i)      In the
event that the Company shall at any time after the date of this Agreement (A) declare or pay any dividend on the shares of Preferred
Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding shares of Preferred Stock into a greater number
of shares, (C) combine or consolidate the outstanding shares of Preferred Stock into a smaller number of shares or effect a reverse
split of the outstanding shares of Preferred



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Stock or (D) issue any
shares of its capital stock in a reclassification of the shares of Preferred Stock (including any such reclassification in connection
with a consolidation or merger in which the Company is the continuing or surviving corporation), then except as otherwise provided
in this Section 11(a) and Section 7(e), the Purchase Price in effect at the time of the record date for the dividend or of the
effective date of the subdivision, split, combination, consolidation or reclassification, and the number of Units and the number
and kind of other securities, 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 of Units and/or the number and kind of other securities as the case may be, which, if the Right had been exercised immediately
prior to such date, whether or not such Right was then exercisable, and at a time when the transfer books for the Preferred Stock
(or other capital stock, as the case may be) of the Company were open, such holder would have owned upon such exercise and been
entitled to receive by virtue of the dividend, subdivision, split, combination consolidation or reclassification. If an event occurs
which would require an adjustment under both Sections 11(a)(i) and 11(a)(ii), 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).


 


(ii)    In the event
any Person at any time becomes an Acquiring Person (this event being referred to as a “Section 11(a)(ii) Event”), then,
subject to Sections 22(a) and 23, and except as otherwise provided in Section 7(e), each holder of a Right shall, for a period
of sixty days (or such longer period as may be established by the Board) after the later of the occurrence of any such event and
the effective date of an appropriate registration statement under the Securities Act pursuant to Section 9, have a right to receive
for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the Purchase Price (or the
applicable portion thereof) such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying
the then current Purchase Price by the then number of Units for which a Right was exercisable immediately prior to the first occurrence
of a Section 11(a)(ii) Event (whether or not such right was then exercisable), and (y) dividing that product by 50% of the Current
Market Price per share of Common Stock of the Company on the date of such first occurrence (such number of shares of Common Stock
is called the “Adjustment Shares”); provided, however, that the Purchase Price and the number
of Adjustment Shares shall be further adjusted as appropriate to reflect any stock split, reverse stock split, stock dividend,
reclassification or similar transaction effected by the Company, or as provided in this Agreement to reflect any other events,
occurring after the date of such first occurrence; and provided, further, that in connection with any exercise effected
pursuant to this Section 11(a)(ii), the Board may (but shall not be required to) determine that a holder of Rights shall not be
entitled to receive shares of Common Stock of the Company that would result in such holder, together with such holder’s Affiliates,
becoming the Beneficial Owner of 4.99% or more of the total number of shares of Common Stock of the Company then outstanding. If
a holder would, but for the previous clause, be entitled to receive a number of shares of Common Stock of the Company (such shares,
the “Excess Flip-In Shares”), in lieu of receiving such Excess Flip-In Shares, such holder will be entitled
to receive an amount in (1) cash, (2) debt securities of the Company, (3) other assets, or (4) any combination of the foregoing,
having an aggregate value equal to the Current Market Price per share of Common Stock of the Company on the date of the occurrence
of a Section 11(a)(ii) Event multiplied by the number of Excess Flip-In Shares that would otherwise have been issuable to such
holder.



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(iii)    In the event
that the number of shares of Common Stock of the Company which are authorized by the Company’s Restated Certificate of Incorporation
but not outstanding and which are not reserved for issuance for purposes other than upon exercise of the Rights is not sufficient
to permit the exercise in full of the Rights for shares of Common Stock of the Company in accordance with Section 11(a)(ii) and
the Rights shall become so exercisable, to the extent permitted by applicable laws, each Right shall thereafter represent the right
to receive, upon exercise thereof at the Purchase Price, (x) a number of shares of Common Stock of the Company (up to the maximum
number of shares of Common Stock of the Company which may be permissibly issued), and (y) a number Units so that, when added together,
the numbers in clauses (x) and (y) equal the number of Adjustment Shares. In the event the number of shares of Common Stock and
Preferred Stock which are authorized by the Company’s Restated Certificate of Incorporation but not outstanding or reserved
for issuance for purposes other than upon exercise of the Rights is insufficient to permit the exercise in full of the Rights in
accordance with the prior sentence and the Rights shall become so exercisable, to the extent permitted by applicable law, the Company
shall: (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”)
and that value shall be conclusive for all purposes; and (B) with respect to each Right, upon exercise of such Right, issue shares
of Common Stock of the Company and Units to the extent available for the exercise in full of such Right and, to the extent shares
of Common Stock or Units are not so available, make adequate provision to substitute for the Adjustment Shares not received upon
exercise of such Right: (1) other equity securities of the Company (including, without limitation, shares, or units of shares,
of preferred stock which, by virtue of having dividend, voting and liquidation rights substantially comparable to the shares of
Common Stock of the Company, are deemed in good faith by the Board to have substantially the same value as one share of Common
Stock of the Company (such shares are herein called “Share Equivalents”) and whose determination shall be conclusive
for all purposes); (2) debt securities of the Company; (3) other assets; (4) cash; or (5) any combination of the foregoing as determined
by the Board, having a value which, when added to the value of the number of the shares of Common Stock of the Company and Units
actually issued upon exercise of such Right, shall have an aggregate value equal to the Current Value, where such aggregate value
has been determined by the Board based upon the advice of a nationally recognized independent investment banking firm selected
by the Board; provided, however, if the Company shall not have made adequate provision to deliver shares of Common Stock,
Units and Share Equivalents pursuant to Section 11(a)(ii), the prior sentence of this paragraph and clause (B) above within 50
days following the Stock Acquisition Date, then, to the extent permitted by applicable law, the Company shall be obligated to deliver,
upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the
extent available), Units or Share Equivalents and then, if necessary, cash, debt securities, or other assets (in that order) which
shares, units, cash, debt securities and/or other assets have an aggregate value equal to the excess of the Current Value over
the Purchase Price, and provided, further, that the Board may (but shall not be required to) determine that a holder of Rights
shall not be entitled to receive equity securities under this Section 11(a)(iii) to the extent the Company determines the receipt
thereof could limit the Company’s ability to utilize the Tax Benefits. If the Board shall determine in good faith that it
is likely that sufficient additional shares of Common Stock, Units or Share Equivalents could be authorized for issuance upon exercise
in full of the Rights, the 50 day period set forth above may be extended to the extent necessary, but not more than 120 days after
the Stock Acquisition Date, in order that the



    	18



    	



    

Company may seek stockholder
approval for the authorization of such additional shares or Shares Equivalents (such 50 day period, as it may be extended, is called
the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant
to the foregoing provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that this action
shall apply uniformly to all outstanding and exercisable Rights, and (y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate
form of distribution to be made pursuant to the foregoing provisions of this Section 11(a)(iii) and, if necessary, 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 (with a prompt written notice thereof to the Rights
Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Unit,
each share of Common Stock of the Company and the per share or unit value of any Share Equivalent shall be deemed to equal the
Current Market Price of a share of Common Stock of the Company thereof as of the Stock Acquisition Date.


 


(b)       In case the Company
shall fix a record date for the issuance of rights (other than the Rights), options or warrants to all holders of shares of Preferred
Stock entitling them to subscribe for or purchase (for a period expiring within 45 calendar days after this record date) shares
of Preferred Stock and/or securities having the same rights, privileges and preferences as the Preferred Stock (“Equivalent
Preferred Securities”) or securities convertible into Preferred Stock or Equivalent Preferred Securities at a price per
share of Preferred Stock or per unit of Equivalent Preferred Securities (or having a conversion price per share or unit, if a security
convertible into Preferred Stock or Equivalent Preferred Securities) less than the Current Market Price per share of Preferred
Stock on the record date, the Purchase Price to be in effect after the record date shall be determined by multiplying the Purchase
Price in effect immediately prior to the record date by a fraction, the numerator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total
number of shares of Preferred Stock and/or units of Equivalent Preferred Securities (and/or the aggregate initial conversion price
of the convertible securities so to be offered) would purchase at that Current Market Price, and the denominator of which shall
be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock
and/or units of Equivalent Preferred Securities to be offered for subscription or purchase (or into which the convertible securities
so to be offered are initially convertible). In case the 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 the non-cash consideration shall be as determined in good faith by the
Board, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock and units of
Equivalent Preferred Securities owned by or held for the account of the Company shall not be deemed outstanding for the purpose
of any such computation. This 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 the record date had not been fixed.


 


(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, merger or share exchange in which the Company is the continuing corporation) of



    	19



    	



    

evidences of indebtedness,
cash (other than a regular periodic cash dividend), assets (other than a dividend payable in shares of Preferred Stock, but including
any dividend payable in stock other than Preferred Stock) or subscription rights or warrants (excluding those referred to in Section
11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to the record date by a fraction, the numerator of which shall be the Current Market Price per share of Preferred
Stock on the 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; provided, however, that in no event shall the consideration to
be paid upon exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable
upon the exercise of one Right. These adjustments shall be made successively whenever such a record date is fixed; and in the event
that the 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.


 


(d)       (i)      For the
purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), and subject to Section 11d(ii),
the “Current Market Price” per share of stock or unit of other securities on any date shall be deemed to be
the average of the daily closing prices per share of such stock or unit of other securities for the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the
Current Market Price per share of any stock or unit of other securities is determined during a period following the announcement
by the issuer of that stock or other security of (i) any dividend or distribution on such stock or other securities (other than
a regular quarterly cash dividend and other than the Rights), or (ii) any subdivision, split, combination or reclassification of
that stock or other securities, and prior to the expiration of the requisite 30 Trading Day period, the ex-dividend date for the
dividend or distribution, or the record date for the subdivision, combination or reclassification occurs, then, and in each such
case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each
day shall be the last sale price, regular way, or, in case no such sale takes place on that 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 shares of stock or units of securities listed or admitted to trading on the NYSE or NASDAQ or, if the shares of stock or units
of any other securities are not listed or admitted to trading on the NYSE or NASDAQ, as reported in the principal consolidated
transaction reporting system with respect to shares of stock or units of other securities listed on the principal national securities
exchange on which the shares of stock or units of other securities are listed or admitted to trading or, if the shares of stock
or units of other security are not listed or admitted to trading on any national securities exchange, the last quoted sale 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 National
Association of Securities Dealers, Inc., Automated Quotations System or any other system then in use, or, if on any such date the
shares of such stock or units of such other security 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 such stock or other securities selected by the Board;
provided, that if such security is not listed or quoted on the NYSE or NASDAQ and the principal market for such securities
is a non-U.S. securities exchange, then the closing price for



    	20



    	



    

each day shall be determined
by using the customary convention for determining the closing price of a security on such exchange as determined by the Board (in
which event the exchange rate of the relevant currency into U.S. dollars for each Trading Day (as defined below) shall be determined
by the Board). The term “Trading Day” shall mean a day on which the principal national securities exchange on
which the shares of such stock or units of other securities are listed or admitted to trading is open for the transaction of business
or, if the shares of such stock or other units of such security are not listed or admitted to trading on any national securities
exchange, a Business Day; provided, that if such security is not listed or quoted on the NYSE or NASDAQ and the principal market
for such security is a non-U.S. securities exchange, then “Trading Day” shall mean a day on which such non-U.S. securities
exchange is open for the transaction of business. Subject to Section 11(d)(ii) with respect to Units, if such stock or unit of
other securities is not publicly held or not so listed, traded or quoted, “Current Market Price” per share or
other unit of such securities shall mean the fair value per share of stock or other unit of such securities 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 Unit shall be determined in the same manner as
set forth above in paragraph (i) of this Section 11(d) (other than the last sentence thereof). If the Current Market Price per
Unit cannot be determined in the manner provided above because the Units are not publicly held, listed or traded or quoted in a
manner described in paragraph (i) of this Section 11(d), the “Current Market Price” per Unit shall be conclusively
deemed to be an amount equal to the Current Market Price per share of the Common Stock of the Company. If neither the shares of
Common Stock of the Company nor the Units are listed or traded or quoted as described in Section 11(d)(i), “Current Market
Price” per share thereof shall mean the fair value per share of Common Stock of the Company 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.


 


(e)       Anything herein
to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least one percent 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 thousandth of a Unit or share of Common
Stock or any other security, 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 years from the date of the transaction which mandates such
adjustment, or (ii) the Final Expiration Date.


 


(f)        If as a result
of an adjustment made pursuant to Section 11(a)(ii), the holder of any Right thereafter exercised shall become entitled to receive
any securities other than Units, thereafter the number of the other securities 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 shares of Preferred Stock and/or Units contained in Sections 11(a), (b), (c), (d), (e), (g),
(h), (i), (j), (k), (l) and (m),



    	21



    	



    

and the provisions of
Sections 7, 9, 10 and 13 with respect to the shares of Preferred Stock and/or Units 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 Units (and/or other securities) 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), upon each adjustment of the Purchase Price as a result of the calculations
made in Sections 11(b) and (c), 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 Units (calculated to the nearest one-thousandth) equal to
the quotient obtained by (i) multiplying (x) the number of Units 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.


 


(i)        The Company may
elect on or after the date of any adjustment of the Purchase Price or any adjustment to the number of Units for which a Right may
be exercised, to adjust the number of Rights, in lieu of any adjustment in the number of Units purchasable upon the exercise of
a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of Units
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) 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 (with prompt written notice thereof to the Rights Agent) 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 date thereafter,
but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right
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 the registered holders of Right Certificates on the record date Right Certificates
evidencing, subject to Section 13, the additional Rights to which the holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such registered holders in substitution and replacement for
the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company,
new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right 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 registered holders of Right 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 Units issuable upon the exercise of the Rights, the Right Certificates
theretofore and



    	22



    	



    

thereafter issued may
continue to express the Purchase Price per Unit and the number of Units which were expressed in the initial Right Certificates
issued hereunder.


 


(k)       Before taking
any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, attributable to the Units,
shares of Common Stock or other securities issuable upon exercise of the Rights, the Company shall use best efforts to 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 nonassessable Units, shares of Common Stock or other securities 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 (with prompt written notice thereof to the Rights Agent) until the occurrence of such event
the issuance to the holder of any Right exercised after such record date the Units and/or other securities of the Company, if any,
issuable upon such exercise over and above the Units and/or other 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 the additional
Units and/or other securities upon the occurrence of the event requiring such adjustment.


 


(m)      Anything in this
Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions 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 or Common Stock, (ii) issuance
wholly for cash of any shares of Preferred Stock or Common Stock at less than the Current Market Price, (iii) issuance wholly for
cash or shares of Common Stock, Preferred Stock or securities which by their terms are convertible into or exchangeable for shares
of Preferred Stock or Common Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section
11, hereafter made by the Company to holders of its Common Stock or Preferred Stock, shall not be taxable to such stockholders.


 


(n)       The Company covenants
and agrees that, after the Distribution Date, it will not, except as permitted by Section 22, Section 23 or Section 26, take (or
permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will
diminish substantially or eliminate the benefits intended to be afforded by the Rights.


 


(o)       Anything in this
Agreement to the contrary notwithstanding, in the event that at any time after the date of this Agreement and prior to the Distribution
Date, the Company shall (i) declare or pay any dividend on the shares of Common Stock of the Company payable in shares of Common
Stock of the Company or (ii) effect a subdivision or split the outstanding shares of Common Stock of the Company into a greater
number of shares of Common Stock of the Company or (iii) combine or consolidate the outstanding shares of Common Stock of the Company
into a small number of shares or effect a reverse split of the outstanding shares of Common Stock of the Company, then in any such
case, each share of Common Stock



    	23



    	



    

outstanding following
payment of such dividend, such subdivision, split, combination, consolidation or issuance shall continue to have one Right (as
adjusted as otherwise provided herein) associated therewith and the Purchase Price following any such event shall be proportionately
adjusted to equal the result obtained by multiplying the Purchase Price immediately prior to such event by a fraction, the numerator
of which shall be the total number of shares of Common Stock of the Company outstanding immediately prior to the occurrence of
the event and the denominator of which shall be the total number of shares of Common Stock of the Company outstanding immediately
following the occurrence of such event. The adjustment provided for in the preceding sentence shall be made successively whenever
such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.


 


Section 12.      Certification
of Adjustments. Whenever an adjustment is made as provided in Section 11, the Company shall (a) promptly prepare a certificate
setting forth the adjustment and a reasonably detailed statement of facts and computations accounting for such adjustment, (b)
promptly file with the Rights Agent and with each transfer agent for the shares of Common Stock and Preferred Stock a copy of the
certificate, and (c) if a Distribution Date has occurred, mail or cause the Rights Agent to mail a brief summary thereof to each
registered holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of record of shares of Common Stock)
in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to prepare such certificate or
statement or make such filings or mailings shall not affect the validity of, or the force or effect of, the requirement for such
adjustment. The Rights Agent shall be fully protected in relying on such certificate, shall have no duty or liability with respect
to any adjustment therein contained, and shall not be deemed to have knowledge of any adjustment or events related thereto unless
and until it shall have received such certificate. Subject to the preceding sentence, any adjustment to be made pursuant to Section
11 shall be effective as of the date of the event giving rise to the adjustment.


 


Section 13.      Fractional
Rights and Fractional Shares.


 


(a)       The Company shall
not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. Units may, at
the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and
a depositary selected by it, provided that the agreement shall provide that the holders of the depositary receipts shall
have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Units represented by the
depositary receipts. In lieu of such fractional Rights, the Company shall pay to the holders of record of the Right Certificates
with regard to which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the then
Current Market Value of a whole Right.


 


(b)       The Company shall
not be required to issue fractions of Units or other securities upon exercise of the Rights or to distribute certificates which
evidence fractional Units or other securities. In lieu of issuing fractions of Units or other securities, the Company shall pay
to the registered holders of Right Certificates at the time the Right Certificates are exercised as herein provided an amount in
cash equal to the same fraction of the then Current Market Value of a Unit or other securities, as the case may be.



    	24



    	



    

(c)       The holder of
a Right by the acceptance of a Right expressly waives his right to receive any fractional Right or fractional Unit or other fractional
securities (other than the fractional shares of Preferred Stock represented by Units) upon exercise of a Right.


 


(d)       Whenever a payment
for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly
prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and
the prices and formulas utilized in calculating such payments; and (ii) provide sufficient funds to the Rights Agent in the form
of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and
has no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares
under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights
Agent has received such a certificate and sufficient monies.


 


Section 14.      Rights
of Action. All rights of action in respect of this Agreement, except those rights of action vested in the Rights Agent pursuant
to Sections 17 and 19, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution
Date, the holders of record of the Common Stock); and any registered holder of any Right Certificate (or, prior to the Distribution
Date, the shares of Common Stock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or,
prior to the Distribution Date, any shares of Common Stock), may, in its own behalf and for its own benefit, enforce, and may institute
and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of,
its right to exercise the Rights evidenced by the Right Certificate in the manner provided in the Right Certificate 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, accordingly, that they will
be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of,
the obligations of any Person subject to this Agreement.


 


Section 15.      Agreement
of Right 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 not be evidenced by a Right Certificate and will be transferable only in connection with the
transfer of Common Stock of the Company;


 


(b)       from and after
the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered
at the office 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 contained therein properly completed and duly executed;


 


(c)       subject to Section
6 and Section 7(e), the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior
to the Distribution



    	25



    	



    

Date, the associated
Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than
the Company or the Rights Agent or the transfer agent of the shares of Common Stock) for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to the contrary; and


 


(d)       notwithstanding
anything in this Agreement to the contrary, neither the Company, its directors, officers, employees and agents nor the Rights Agent
shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its 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 or administrative agency or commission,
or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, regulatory
or administrative agency or commission, prohibiting or otherwise restraining performance of such obligation.


 


Section 16.      Right
Certificate Holder Not Deemed a Stockholder. No holder of a Right, as such, shall be entitled to vote, receive dividends in
respect of or be deemed for any purpose to be the holder of shares of Common Stock, Preferred Stock, Units or any other securities
of the Company which may at any time be issuable upon the exercise of the Rights, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right 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 Section 24 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.


 


Section 17.      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, reimbursement of its reasonable expenses and counsel fees and disbursements and other disbursements incurred
in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its
duties hereunder.


 


(b)       The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, damage, liability, demand, judgment, fine,
penalty, claim, settlement, cost or expense incurred without gross negligence, bad faith or willful misconduct on the part of the
Rights Agent as each must be determined by final non-appealable judgment of a court of competent jurisdiction, for any action taken,
suffered or omitted by the Rights Agent in connection with the acceptance of, administration of and performance of its duties under
this Agreement, including reasonable attorneys’ fees and expenses and the costs and expenses of defending against any claim
of liability in the premises.



    	26



    	



    

(c)       The Rights Agent
shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by in
connection with its administration and performance of this Agreement in reliance upon any Right Certificate, certificate for shares
of Common or Preferred Stock, Units or other securities of the Company, 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 expressly required hereunder, guaranteed, verified or acknowledged, by
the proper person or persons, or otherwise upon the advice of counsel as set forth herein. The Rights Agent shall not be deemed
to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully
protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received
such notice.


 


The provisions of this
Section 17 and Section 19 shall survive the termination or expiration of this Agreement, the exercise or expiration of the Rights
and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification
shall be paid by the Company. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits,
even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this
Agreement (other than by reason of gross negligence, bad faith or willful misconduct) will be limited to the amount of fees paid
by the Company to the Rights Agent.


 


Section 18.      Merger
or Consolidation or Change of Name of 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 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,
provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 20. In
case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates
shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall
not have been countersigned, any successor Rights Agent may countersign such Right 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 Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.


 


(b)       In case at any
time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned
but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver such Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall not have



    	27



    	



    

been countersigned, the
Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.


 


Section 19.      Duties
of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Agreement
(and no implied duties and obligations) upon the following terms and conditions, by all of which the Company and the holders of
Right 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 advice or opinion of such counsel shall be full
and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of,
any action taken, suffered or omitted by it, subject to Section 17(b) and in accordance with such advice or 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, suffering or omitting to take 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 Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, any Vice President
of the Company, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and delivered to
the Rights Agent; and such certificate shall be complete and full authorization and protection to the Rights Agent, and, subject
to Section 17(b) the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted by it under
the provisions of this Agreement in reliance upon such certificate.


 


(c)       The Rights Agent
shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct, as each is determined by a final
non-appealable judgment by 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 Right Certificates
(except its countersignature thereof) or be required to verify the same, 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 have any liability for nor 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 Right
Certificate (except its countersignature thereon); nor shall it be liable nor responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be liable or responsible for any adjustment
required under the provisions of Section 11 or 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 Right
Certificates after



    	28



    	



    

receipt of a certificate
describing 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 Preferred Stock or Common Stock to be issued pursuant to this Agreement or any Right Certificate
or as to whether any shares of Preferred Stock (or other securities, as the case may be) will, when issued, be validly authorized
and issued, fully paid and nonassessable.


 


(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 Chairman
of the Board, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, any Vice President, the Treasurer,
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company, and to apply to such officers for advice or instructions
in connection with its duties, and such advice or instructions shall be full authorization and protection to the Rights Agent and,
subject to 17(b), the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken
by it in accordance with the advice or instructions of any such officer.


 


(h)       The Rights Agent
and any stockholder, Affiliate, 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 the Rights Agent under this
Agreement. Nothing herein shall preclude the Rights Agent and such Persons from acting in any other capacity for the Company or
for any other Person.


 


(i)        If, with respect
to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the form of assignment
or the form of election to purchase set forth on the reverse thereof, as the case may be, has either not been completed or indicates
an affirmative response to clause 1 and/or 2 of such certificate, the Rights Agent shall not take any further action with respect
to such requested exercise of transfer without first consulting with the Company and the Rights Agent shall not be liable for its
failure to act or any delay in acting in compliance with this clause (i).


 


(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 and for which the Rights Agent shall be compensated by the Company
pursuant to Section 17(a)) or in the exercise of its rights or powers if it believes that repayment of such funds or adequate indemnification
against such risk or liability is not reasonably assured to it.


 


(k)       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 liable, answerable or accountable for any act, default,



    	29



    	



    

neglect or misconduct
of any such attorneys or agents or for any loss to the Company, any holder of Rights or any other Person resulting from any such
act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct in the selection and continued employment
thereof, as each is determined by a final, non-appealable court judgment of a court of competent jurisdiction.


 


(l)        The Rights Agent
shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Rights with respect
to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


(m)      The Rights Agent
shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration
statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations under applicable
regulation or law.


 


(n)       The Rights Agent
shall not assume any obligations or relationship of agency or trust with any of the owners or holders of the Rights.


 


(o)       The Rights Agent
may rely on, and be fully authorized and protected in acting or failing to act in reliance upon, (a) any guaranty of signature
by an “Eligible Guarantor Institution” that is a member or participant in the Securities Transfer Agents Medallion
Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for,
the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter
have been altered, changed, amended or repealed.


 


Section 20.     Change
of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days’ notice in writing mailed to the Company and, to the extent the Right Agent is not the transfer agent of the
shares of Common Stock, to each such transfer agent by registered or certified mail. The Company shall notify the registered holders
of any such change in Rights Agent. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause)
upon 30 days’ notice in writing, mailed to the Rights Agent or any successor Rights Agent, as the case may be, and to each
transfer agent of the shares of Common Stock by registered or certified mail, and to the registered holders of the Right Certificates
by mail. In the event a transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights
Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective
date of such termination, and the Company shall be responsible for sending any required notice to holders. 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 30 days after 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 registered holder of a Right
Certificate (who shall, with such notice, submit such holder’s Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any court of competent jurisdiction for



    	30



    	



    

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 Person organized
and doing business under the laws of the United States or any state of the United States so long as such Person is in good standing,
is authorized to do business in such state, is authorized under such laws to exercise stockholder services powers, is subject to
supervision or examination by federal or state authority and has at the time of its appointment as Rights Agent a combined capital
and surplus of at least $50,000,000 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 shall execute and deliver, if applicable, any further assurance,
conveyance, act or deed necessary for that 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 mail a notice
thereof in writing to the registered holders of the Right Certificates, if any. Failure to give any notice provided for in this
Section 20, 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 21.     Issuance
of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its Board to reflect any
adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable
under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance
or sale of shares of Common Stock of the Company following the Distribution Date and prior to the earlier of the Redemption Date
and the Final Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant
to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities
hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates
representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i)
no such Right 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 Right Certificate
would be issued, and (ii) no such Right Certificate shall be issued, if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.


 


Section 22.      Redemption.


 


(a)       The Board may,
at its option, at any time prior to the earlier of (x) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition
Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of Business
on the Record Date) or (y) the Close of Business on the Final Expiration Date, direct the Company to, and if directed, the Company
shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right (the total amount
paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be



    	31



    	



    

appropriately adjusted
to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the Company
occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”).


 


(b)       Immediately upon
the action of the Board directing the Company to make 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 directing the Company to make such redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent and each such holder of the then outstanding Rights by mailing such notice to the Rights Agent and to each
such holders at such 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. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which
the payment of the Redemption Price will be made, unless such notice is mailed together with such payment.


 


In the case of a redemption
permitted under Section 22(a), the Company may, at its option, discharge all of its obligations with respect to the Rights by (i)
issuing a press release announcing the manner of redemption of the Rights (with prompt written notice thereof to the Rights Agent)
and (ii) mailing payment of the Redemption Price to each registered holder of the Rights at each such holder’s last address
as it appears on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer
agent of the Common Stock, and upon such action, all outstanding Right Certificates shall be null and void without any further
action by the Company.


 


Section 23.      Exchange.


 


(a)       The Board may,
at its option, at any time after the later of the Stock Acquisition Date or the Distribution Date, 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 11(a)(ii)) for Common Stock of the Company at an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification or similar transaction effected by the
Company occurring after the Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”);
provided, however, that in connection with any exchange effected pursuant to this Section 23, the Board may (but
shall not be required to) determine that a holder of Rights shall not be entitled to receive shares of Common Stock that would
result in such holder, together with such holder’s Affiliates, becoming the Beneficial Owner of 4.99% or more of the shares
of Common Stock then outstanding. If a holder would, but for the proviso set forth in the previous sentence, be entitled to receive
a number of shares under this Section 23 that would otherwise result in such holder, together with such holder’s Affiliates,
becoming the Beneficial Owner of 4.99% or more of the shares of Common Stock then outstanding (such shares, the “Excess
Exchange Shares”), in lieu of receiving such Excess Exchange Shares, such holder will be entitled to receive an amount
in (1) cash, (2) debt securities of the Company, (3) other assets, or (4) any combination of the foregoing, having an aggregate
value equal to the Current Market



    	32



    	



    

Price per share of the
Common Stock on the date of the Stock Acquisition Date or Distribution Date, as applicable, multiplied by the number of Excess
Exchange Shares that would otherwise have been issuable to such holder. Any such exchange will be effective immediately upon the
action of the Board ordering the same, unless such action of the Board expressly provides that such exchange will be effective
at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will
be effective in accordance with the provisions of such action of the Board). Without limiting the foregoing, prior to effecting
an exchange pursuant to this Section 23, the Board may enter into a Trust Agreement in such form and with such terms as the Board
shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust
Agreement and shall issue to the trust created by such agreement (the “Trust”) all of the Common Stock issuable
pursuant to the exchange (or any portion thereof that has not theretofore been issued in connection with the exchange). From and
after the time at which such shares are issued to the Trust, all stockholders then entitled to receive shares pursuant to the exchange
shall be entitled to receive such shares (and any dividends or distributions made thereon after the date on which such shares are
deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.
Any shares of Common Stock issued at the direction of the Board in connection herewith shall be validly issued, fully paid and
nonassessable Common Stock, and the Company shall be deemed to have received as consideration for such issuance a benefit having
a value that is at least equal to the aggregate par value of the shares so issued.


 


(b)       Immediately upon
the action of the Board authorizing the exchange of any Rights pursuant to Section 23(a) and without any further action and without
any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders of such Rights shall
be to receive that number of shares of Common Stock (or Units, as applicable) 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 (with prompt written notice
to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect
the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of 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 notice of exchange will state the method by
which the exchange of shares of Common Stock (or Units, as applicable) 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)) held by each holder of Rights.


 


(c)       In any exchange
pursuant to this Section 23, the Company, at its option, may, and to the extent there are an insufficient number of authorized
shares of Common Stock not reserved for any other purpose to exchange all of the outstanding Rights shall, substitute Units or
Share Equivalents for some or all of the shares of Common Stock exchangeable for Rights, at the initial rate of one Unit or Share
Equivalent for each share of Common Stock.


 


(d)       The Board shall
not authorize any exchange transaction referred to in Section 23(a) unless at the time such exchange is authorized there shall
be sufficient shares of



    	33



    	



    

Common Stock (and/or
Units or Unit Equivalents) issued but not outstanding, or authorized but unissued, to permit the exchange of Rights as contemplated
in accordance with this Section 23.


 


Section 24.      Notice
of Proposed Actions.


 


(a)       In case the Company
shall propose, at any time after the Distribution Date, (i) to pay any dividend to the holders of record of its shares of Preferred
Stock payable in stock of any class or to make any other distribution to the holders of record of its shares of Preferred Stock
(other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders
of record of its shares of Preferred Stock options, warrants, or other rights to subscribe for or to purchase shares of Preferred
Stock (including any security convertible into or exchangeable for shares of Preferred Stock) or shares of stock of any class or
any other securities, options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification
of its shares of Preferred Stock or any recapitalization or reorganization of the Company, (iv) to effect any consolidation, combination
or merger with or into, or any share exchange with, 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 or more transactions, of 50% or more of the assets, earning power or cash flow of
the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution
or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and, to the extent feasible,
each registered holder of a Right Certificate in accordance with Section 25, a written notice of such proposed action, which shall
specify the record date for the purposes of such dividend or distribution, or the date on which such reclassification, recapitalization,
reorganization, consolidation, combination, merger, share exchange, sale or transfer of assets, liquidation, dissolution, or winding
up is to take place and the record date for determining participation therein by the holders of record of shares of 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 10 days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such
action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of record of the shares of Preferred Stock, whichever shall be the earlier. The failure
to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken
by the Company or the vote upon any such action.


 


(b)       In case a Section
11(a)(ii) Event is proposed, then, in any such case, the Company shall, as soon as practicable thereafter, give to the Rights Agent
and to each registered holder of Rights, to the extent feasible, in accordance with Section 25, notice of the occurrence of such
event or proposal of such transaction which notice shall specify the proposed event and the consequences of the event to holders
of Rights under Section 11(a)(ii), upon consummating such transaction, shall similarly give notice thereof to each holder of Rights.


 


Section 25.      Notices.
Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the registered holder of any Right
Certificate or Right to or on behalf of the Company shall be sufficiently given or made if in writing and when sent by first-class
mail, postage prepaid, addressed or by nationally recognized overnight courier (until another address is filed in writing with
the Rights Agent) as follows:



    	34



    	



    

Support.com, Inc.


900 Chesapeake Drive, 2nd Floor


Redwood City, CA 94063


Attention: General Counsel


Fax: (650) 556-1194


 


with a copy (which will not constitute
notice) to:


 


Morgan, Lewis & Bockius LLP


1111 Pennsylvania Avenue, N.W.


Washington, DC 20004


Attention: Keith E. Gottfried,
Esq.


Fax: (202) 739-3001


 


Subject to the provisions
of Section 20, any notice or demand authorized by this Agreement to be given or made by the Company or by the registered holder
of any Right Certificate or Right to or on the Rights Agent shall be sufficiently given or made if in writing and when sent by
first-class mail, postage prepaid, addressed or a nationally recognized courier service (until another address is filed in writing
with the Company) as follows:


 


Computershare Trust Company, N.A.


8742 Lucent Blvd., Suite 225


Highlands Ranch, CO 80129


Attention: Client Services


 


with a copy (which shall not constitute
notice) to:


 


Computershare Trust Company, N.A.


250 Royall Street


Canton, MA 02021


Attention: General Counsel


 


Notices or demands authorized
by this Agreement to be given or made by the Company or the Rights Agent to the registered holder of any Right Certificate or Right
shall be sufficiently given or made if in writing and when sent by mail, postage prepaid, addressed to such holder at the address
of such holder 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.


 


Section 26.     Supplements
and Amendments. Subject to extension by the Board by amendments, prior to the Close of Business on the tenth (10th) calendar
day after the Stock Acquisition Date, 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 (including without limitation amendments that increase or decrease
the Purchase Price or Redemption Price or accelerate or extend the Final Expiration Date or the period in which Rights may be redeemed),
without the approval of any holders of the Rights or shares of Common Stock. From and after the Close of Business on the tenth
(10th) calendar day after the Stock Acquisition Date, 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 Right Certificates in



    	35



    	



    

order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions
herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable which shall not adversely affect the interests of the holders of Right
Certificates (other than any interest an Acquiring Person or an Affiliate or Associate of an Acquiring Person has other than as
a holder of Rights). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed
supplement or amendment is in compliance with the terms of this Section 26, the Rights Agent shall execute such supplement or amendment.
Prior to the Stock Acquisition Date, the interests of the holders of Rights shall be deemed coincident with the interests of the
holders of shares of Common Stock. Notwithstanding anything contained herein to the contrary, the Rights Agent may, but shall not
be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties, obligations or
immunities under this Agreement. In addition, notwithstanding anything to the contrary in this Agreement, no supplement or amendment
to this Agreement shall be made that extends the Expiration Date.


 


Section 27.      Successors.
All of 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 28.      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 Right Certificates (and, prior to the Distribution Date, the shares of 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 Right Certificates (and, prior to the Distribution Date, the shares
of Common Stock).


 


Section 29.      Governing
Law. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable
to contracts to be made and performed entirely within such state.


 


Section 30.      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. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or electronic mail shall be as effective as delivery of a manually executed
counterpart of this Agreement.


 


Section 31.      Descriptive
Headings. 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.


 


Section 32.      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 in this Agreement to the contrary,



    	36



    	



    

if any such excluded
term, provision, covenant or restriction shall materially and adversely affect the rights, immunities, duties or obligations of
the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the Company pursuant to the requirements
of Section 25 of this Agreement; and provided, further, that notwithstanding anything in this Agreement to the contrary, 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 22 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.


 


Section 33.     Determination
and Actions by the Board, etc. Except with respect to the rights, immunities, duties or obligations of the Rights Agent hereunder,
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 (ii) make all determinations or
judgments 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 this Agreement) or otherwise contemplated by this Agreement. All such actions, calculations,
interpretations, judgments and determinations (including, 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 parties, and (y) not subject the Board to any liability to the holders of the Right Certificates.
The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected and incur no liability
in reliance thereon.


 


Section 34.      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, without limitation, acts of God, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction 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.


 


Section 35.      Further
Assurance. The Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such
further and other acts, documents, instruments and assurances as may be reasonably required by the Rights Agent for the carrying
out or performing by the Rights Agent of the provisions of this Agreement.


 


[signature page follows]




    	37



    	



    

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


 





	 	SUPPORT.COM, INC.
	 	 	 	 
	 	By:	/s/ Elizabeth Cholawsky	 
	 	Name: Elizabeth Cholawsky
	 	Title: President and Chief Executive Officer
	 	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.,

AS RIGHTS AGENT
	 	 	 	 
	 	By:	/s/ Patrick Hayes	 
	 	Name: Patrick Hayes
	 	Title: Vice President and Manager




 


[Signature Page to Section
382 Tax Benefits Preservation Plan]




    	 



    	



    


EXHIBIT A


 


CERTIFICATE OF DESIGNATION


OF


SERIES B JUNIOR PARTICIPATING PREFERRED
STOCK


OF


SUPPORT.COM, INC.


 


(Pursuant to Section 151 of the Delaware
General Corporation Law)


 


 



 


Support.com, Inc. (the
“Corporation”), a corporation organized and existing under the General Corporation Law of the State of the Delaware,
as amended (the “DGCL”), hereby certifies that, pursuant to the authority granted by Article IV of the Amended
and Restated Certificate of Incorporation of the Corporation, as amended (the “Restated Certificate of Incorporation”),
and in accordance with Section 151 of the DGCL, the Board of Directors of the Corporation (hereinafter being referred to as the
“Board of Directors” or the “Board”), at a meeting duly called and held on April 20, 2016,
has adopted the following resolution with respect to the designations, number of shares, preferences, voting powers and other rights
and the restrictions and limitations thereof, of the Series B Junior Participating Stock:


 


RESOLVED, that, pursuant
to the authority granted to and vested in the Board of Directors in accordance with the provisions of the Restated Certificate
of Incorporation, the designations, number of shares, preferences, voting powers and other rights and the restrictions and limitations
thereof of the Series B Junior Participating Stock are as follows:


 


1.         Designation
and Amount. The shares of such series shall be designated as “Series B Junior Participating Preferred Stock” (the
“Series B Preferred Stock”) and the number of shares constituting the Series B Preferred Stock shall be 150,000.
Such number of shares may be increased or decreased by resolution of the Board of Directors prior to issuance; provided, that no
decrease shall reduce the number of shares of the Series B 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 conversion
of any outstanding securities issued by the Corporation convertible into the Series B Preferred Stock; provided, further, that
if more than a total of 150,000 shares of Series B Preferred Stock shall be issuable upon the exercise of Rights (the “Rights”)
issued pursuant to the Tax Benefits Preservation Plan, dated as of April 20, 2016, by and between the Corporation and Computershare
Trust Company, N.A., as Rights Agent, the Board of Directors of the Corporation, pursuant to Section 151(g) of the DGCL, shall
direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with
the provisions of Section 103 of the DGCL, providing for the total number of shares of Series B Preferred Stock authorized to be
issued to be increased (to the extent that the Certificate of Incorporation then permits) to the largest number of whole shares
(rounded up to the nearest whole number) issuable upon exercise of such Rights.



    	A-1



    	



    

2.         Dividends and
Distributions.


 


(a)        Subject to the
rights of the holders of any shares of any series of Preferred Stock of the Corporation (the “Preferred Stock”)
(or any similar stock) ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders
of shares of the Series B Preferred Stock, in preference to the holders of common stock, par value $0.0001 per share, of the Corporation
(the “Common Stock”) and of any other stock of the Corporation ranking junior to the Series B Preferred Stock, shall
be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for
the payment of dividends, quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each
year, or such other dates as the Board of Directors shall approve (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 the Series B Preferred Stock (the “Issue Date”), in an amount per share (rounded to
the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1000
times the aggregate per share amount of all cash dividends, and 1000 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 the 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 B Preferred Stock. In the event the Corporation shall at any time after the Issue Date (A) declare and pay
any dividend on the Common Stock payable in shares of Common Stock, or (B) effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock)
into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series
B Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by
multiplying such amount 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. In the event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable in shares
of Series B Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series B Preferred
Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a greater or
lesser number of shares of Series B Preferred Stock, then in each such case the amount to which holders of shares of Series B Preferred
Stock were entitled immediately prior to such event under clause (ii) of the first sentence of this Section 2(a) shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number of shares of Series B Preferred Stock that were
outstanding immediately prior to such event and the denominator of which is the number of shares of Series B Preferred Stock outstanding
immediately after such event.


 


(b)        The Corporation
shall declare a dividend or distribution on the Series B 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); and the Corporation shall pay such dividend or distribution on the Series B Preferred Stock before the dividend or distribution
declared on the Common Stock is paid or set



    	A-2



    	



    

apart; 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 $1.00 per share on the Series B Preferred
Stock shall nevertheless be payable, when, as and if declared, on such subsequent Quarterly Dividend Payment Date.


 


(c)        Dividends shall
begin to accrue and be cumulative, whether or not declared, on outstanding shares of Series B Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares, 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 B 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 B 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 of Directors may fix a record date
for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.


 


3.         Voting Rights.
The holders of shares of Series B Preferred Stock shall have the following voting rights:


 


(a)        Subject to the
provision for adjustment hereinafter set forth and except as otherwise provided in the Restated Certificate of Incorporation or
required by law, each share of Series B Preferred Stock shall entitle the holder thereof to 1000 votes on all matters upon which
the holders of the Common Stock of the Corporation are entitled to vote. In the event the Corporation shall at any time after the
Issue Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number
of votes per share to which holders of shares of Series B 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. In the event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable
in shares of Series B Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series
B Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a
greater or lesser number of shares of Series B Preferred Stock, then in each such case the number of votes per share to which holders
of shares of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Series B Preferred Stock that were



    	A-3



    	



    

outstanding immediately
prior to such event and the denominator of which is the number of shares of Series B Preferred Stock outstanding immediately after
such event.


 


(b)        Except as otherwise
provided herein, in the Restated Certificate of Incorporation or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock, and except as otherwise required by law, the holders of shares of Series B 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)        (i)        If
at any time dividends on any Series B Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon,
the holders of the Series B Preferred Stock, voting as a separate series from all other series of Preferred Stock and classes of
capital stock, shall be entitled to elect two members of the Board in addition to any Directors elected by any other series, class
or classes of securities and the authorized number of Directors will automatically be increased by two. Promptly thereafter, the
Board of the Corporation shall, as soon as may be practicable, call a special meeting of holders of Series B Preferred Stock for
the purpose of electing such members of the Board. Such special meeting shall in any event be held within 45 days of the occurrence
of such arrearage.


 


(ii)       During any period
when the holders of Series B Preferred Stock, voting as a separate series, shall be entitled and shall have exercised their right
to elect two Directors, then, and during such time as such right continues, (a) the then authorized number of Directors shall be
increased by two, and the holders of Series B Preferred Stock, voting as a separate series, shall be entitled to elect the additional
Directors so provided for, and (b) each such additional Director shall serve until the next annual meeting of stockholders for
the election of Directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates
pursuant to the provisions of this Section 3(c).


 


(iii)       A Director
elected pursuant to the terms hereof may be removed with or without cause by the holders of Series B Preferred Stock entitled to
vote in an election of such Director.


 


(iv)      If, during
any interval between annual meetings of stockholders for the election of Directors and while the holders of Series B Preferred
Stock shall be entitled to elect two Directors, there is no such Director in office by reason of resignation, death or removal,
then, promptly thereafter, the Board shall call a special meeting of the holders of Series B Preferred Stock for the purpose of
filling such vacancy and such vacancy shall be filled at such special meeting. Such special meeting shall in any event be held
within 45 days of the occurrence of such vacancy.


 


(v)       At such time
as the arrearage is fully cured, and all dividends accumulated and unpaid on any shares of Series B Preferred Stock outstanding
are paid, and, in addition thereto, at least one regular dividend has been paid subsequent to curing such arrearage, the term of
office of any Director elected pursuant to this Section 3(c), or his successor, shall automatically terminate, and the authorized
number of Directors shall automatically decrease by two, the rights of the holders of the shares of the Series B Preferred Stock
to vote as provided in



    	A-4



    	



    

this Section 3(c) shall
cease, subject to renewal from time to time upon the same terms and conditions, and the holders of shares of the Series B Preferred
Stock shall have only the limited voting rights elsewhere herein set forth.


 


(d)        Except as set
forth herein, or as otherwise provided by law, holders of Series B 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.


 


4.         Certain Restrictions.


 


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


 


(i)        declare or pay
dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Preferred Stock;


 


(ii)       declare or
pay dividends, 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 B Preferred Stock, except dividends paid ratably on the Series B 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 junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such junior 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 B Preferred Stock or rights, warrants or options
to acquire such junior stock; or


 


(iv)      redeem or purchase
or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, 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.


 


(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.



    	A-5



    	



    

5.         Reacquired
Shares. Any shares of Series B 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, without designation as to series until such shares are once more designated
as part of a particular series of Preferred Stock by resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein, in the Restated Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise required by law.


 


6.         Liquidation,
Dissolution or Winding Up.


 


(a)        Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of the Common Stock or of shares
of any other stock of the Corporation ranking junior, either as to dividends or upon liquidation, dissolution or winding up, to
the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received $1000
per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, provided that the holders of shares of Series B Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (ii) to the holders of shares of stock ranking on a parity either
as to dividends or upon liquidation, dissolution or winding up with the Series B Preferred Stock, except distributions made ratably
on the Series B Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution or winding up. In the event, however, that there are not sufficient assets available
to permit payment in full of the Series B Preferred Stock 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 B Preferred Stock in respect thereof, then
the assets available for such distribution shall be distributed ratably to the holders of the Series B Preferred Stock and the
holders of such parity shares in the proportion to their respective liquidation preferences. In the event the Corporation shall
at any time after the Issue Date (A) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (B)
effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event
under the proviso in clause (i) of this Section 6(a) shall be adjusted by multiplying such amount 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. In the event the Corporation shall at any time
declare or pay any dividend on the Series B Preferred Stock payable in shares of Series B Preferred Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment
of a dividend in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, then
in each such case the aggregate amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of paragraph (A) of this



    	A-6



    	



    

Section 6 shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number of shares of Series B Preferred Stock that were
outstanding immediately prior to such event and the denominator of which is the number of shares of Series B Preferred Stock outstanding
immediately after such event.


 


(b)        Neither the merger,
consolidation or other business combination of the Corporation into or with another entity nor the merger, consolidation or other
business combination of any other entity into or with the Corporation (nor the sale, lease, exchange or conveyance of all or substantially
all of the property, assets or business of the Corporation) shall be deemed to be a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section 6.


 


7.         Consolidation,
Merger, etc. Notwithstanding anything to the contrary contained herein, in case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are converted into, exchanged for or changed into
other stock or securities, cash and/or any other property (payable in kind), then in any such case each share of Series B Preferred
Stock shall at the same time be similarly converted into, exchanged for or changed into an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 1000 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 converted or exchanged. In the event
the Corporation shall at any time after the Issue Date (i) declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or (ii) effect a subdivision or combination or consolidation (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) of the outstanding shares of Common Stock into a greater or lesser number of shares of Common
Stock, then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change
of shares of Series B Preferred Stock shall be adjusted by multiplying such amount 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. In the event the Corporation shall at any time declare or
pay any dividend on the Series B Preferred Stock payable in shares of Series B Preferred Stock, or effect a subdivision, combination
or consolidation of the outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment of a dividend
in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, then in each such
case the amount set forth in the first sentence of this Section 7 with respect to the exchange or change of shares of Series B
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series
B Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of
Series B Preferred Stock outstanding immediately after such event.


 


8.         No Redemption.
The shares of Series B Preferred Stock shall not be redeemable from any holder.


 


9.         Rank. The
Series B Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, junior to all series of any other class of the Preferred Stock issued either before
or



    	A-7



    	



    

after the issuance of
the Series B Preferred Stock, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common
Stock.


 


10.       Amendment.
At such time as any shares of Series B Preferred Stock are outstanding, if any proposed amendment to the Restated Certificate of
Incorporation (including this Certificate of Designation) would materially alter, change or repeal any of the preferences, powers
or special rights given to the Series B Preferred Stock so as to affect the Series B Preferred Stock adversely, then the holders
of the Series B Preferred Stock shall be entitled to vote separately as a class upon such amendment, and the affirmative vote of
two-thirds of the outstanding shares of the Series B Preferred Stock, voting separately as a single class, shall be necessary for
the adoption thereof, in addition to such other vote as may be required by the DGCL.


 


11.       Fractional
Shares. Series B Preferred Stock may be issued in fractions of a share that 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 B Preferred Stock.


 


IN WITNESS WHEREOF,
the undersigned have signed and attested this Certificate of Designation on the 20th day of April 2016.


 





	 	SUPPORT.COM, INC.
	 	 
	 	By:  	 	 
	 	Name:	 	 
	 	Title:	 	 


 

	Attest:	 
	 	 
	 	 
	______________, Secretary	 





    	A-8



    	



    

EXHIBIT B


 


[Form of Right Certificate]


 


	Certificate No. R-	_________Rights


 


NOT EXERCISABLE AFTER
APRIL 20, 2019, SUBJECT TO EARLIER REDEMPTION OR EXPIRATION PURSUANT TO THE SECTION 382 TAX BENEFITS PRESERVATION PLAN. THE RIGHTS
ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE SECTION 382 TAX BENEFITS
PRESERVATION PLAN. THE RIGHTS EVIDENCED BY THIS CERTIFICATE SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD BY A HOLDER
IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION FOR THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS
IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. THE BENEFICIAL OWNER OF THE RIGHTS REPRESENTED BY THIS RIGHT
CERTIFICATE MAY BE AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE (AS DEFINED IN THE SECTION 382 TAX BENEFITS PRESERVATION PLAN)
OF AN ACQUIRING PERSON OR A SUBSEQUENT HOLDER OF A RIGHT CERTIFICATE BENEFICIALLY OWNED BY SUCH PERSONS. ACCORDINGLY, UNDER CERTAIN
CIRCUMSTANCES AS PROVIDED IN THE SECTION 382 TAX BENEFITS PRESERVATION PLAN, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY WILL BE NULL AND VOID.


 


RIGHT
CERTIFICATE


 


SUPPORT.COM,
INC.


 


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 Section 382 Tax Benefits Preservation Plan, dated as
of April 20, 2016, as amended, restated, renewed or extended from time to time (the “Plan”) between Support.com,
a Delaware corporation (“Company”), and Computershare Trust Company N.A., a federally chartered trust company,
as Rights Agent (“Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such
term is defined in the Plan) and prior to 5:00 P.M., New York City time, on April 20, 2019, at the office or offices of the Rights
Agent, or its successors as Rights Agent, designated for such purpose, one one-thousandth of a fully paid, nonassessable share
of Series B Junior Participating Cumulative Preferred Stock, par value $0.0001 per share, of the Company (a “Unit”),
at a purchase price of $3.00, as the same may from time to time be adjusted in accordance with the Plan (“Purchase
Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and included
Certificate duly completed and executed. The number of Rights evidenced by this Right Certificate (and the number of shares which
may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price
as of ________, 20___, based on the Units as constituted at such date.



    	B-1



    	



    

As provided in the Plan,
the Purchase Price and the number of Units which may be purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, shares
of Common Stock or other securities other than Units, or other property, may be acquired upon exercise of the Rights evidenced
by this Right Certificate, as provided by the Plan.


 


As more fully set forth
in the Plan, from and after the first occurrence of a Section 11(a)(ii) Event (as such term is defined in the Plan), if the Rights
evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring
Person (as such terms are defined in the Plan), (ii) a transferee of such Acquiring Person (or of any such Associate or Affiliate),
or (iii) under certain circumstances specified in the Plan, a transferee of such Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such, such Rights shall become
null and void without any further action, and no holder hereof shall have any right with respect to such Rights from and after
the occurrence of such Section 11(a)(ii) Event, whether under the Plan or otherwise.


 


This Right Certificate
is subject to all of the terms, provisions and conditions of the Plan, which terms, provisions and conditions are incorporated
herein by reference and made a part hereof and to which Plan reference is hereby made for a full description of the rights, limitations
of rights, obligations, duties and immunities of the Rights Agent, the Company and the registered holders of the Right Certificates.
Copies of the Plan are on file at the principal executive office of the Company and will be mailed to stockholders upon written
request to the Rights Agent.


 


This Right Certificate,
with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose,
may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the registered
holder to purchase a like aggregate number of Units as the Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled the holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled
to receive, upon surrender hereof, the Right Certificate indicating the remaining Rights represented thereby or another Right Certificate
or Right Certificates for the number of Rights not exercised.


 


Subject to the provisions
of the Plan, the Rights evidenced by this Certificate may be (x) redeemed by the Company at its option at a redemption price of
$0.001 per Right at any time prior to the earlier of the Close of Business on (i) the tenth (10th) calendar day after the Stock
Acquisition Date, and (ii) the Final Expiration Date, or under certain other conditions as specified in the Plan, and (y) exchanged,
after any Person becomes an Acquiring Person (as such terms are defined in the Plan), at the option of the Board of Directors of
the Company, for one share of Common Stock of the Company as set forth in the Plan.


 


No fractional Units,
shares of Common Stock of the Company or other securities (other than fractions of a share of Preferred Stock represented by Units)
shall be required to be issued upon the exercise of any Right or Rights evidenced hereby, and in lieu thereof, as provided in the
Plan, a holder otherwise entitled to fractions of shares of Common Stock, Units or other securities (other than fractions of a
share of Preferred Stock represented by Units) may receive



    	B-2



    	



    

an amount in cash equal
to the same fraction of the then current value of a share of Common Stock or such other securities.


 


No holder of this Right
Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Units, shares of Preferred
Stock, shares of Common Stock or of any other securities of the Company which may at any time be issuable upon the exercise hereof,
nor shall anything contained in the 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 or withhold consent to any corporate action or to receive notice of meetings or other actions affecting
stockholders (except as provided in the Plan) or to receive dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by this Right Certificate shall have been exercised as provided in the Plan.


 


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


 


[remainder of page intentionally left
blank]




    	B-3



    	



    

WITNESS the facsimile
signature of the proper officers of the Company and its corporate seal, dated as of __________ __, ____.


 





	 	SUPPORT.COM, INC.
	 	 	 	 	 	 
	 	By: 	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	 	Countersigned:	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.,

as Rights Agent
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 




    	B-4



    	



    

[Form of Reverse Side of Right Certificate]


 


FORM
OF ASSIGNMENT


 


(To be executed by the registered holder
if such holder


desires to transfer the Right Certificate.)


 


FOR VALUE RECEIVED __________________________
hereby sells, assigns and transfers unto


 


	 	 
	(Please print name and address of transferee)
	 	 
	 	 



 


 


______________ Rights evidenced by this
Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________
Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.


 


Dated: _____________, 20__


 





	 	 
	 	Signature
	 	 
	 	(Signature must conform in all respects to the name of holder as written upon the face of this Right Certificate, without alteration or enlargement or any change whatsoever.)







 


Signature Guaranteed:*


 


* Signature must be guaranteed by an “Eligible
Guarantor Institution” pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.



    	B-5



    	



    

Certificate


 


The undersigned hereby
certifies by checking the appropriate boxes that:


 


(1)        the Rights evidenced
by this Right 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 in the Plan);


 


(2)        after due inquiry
and to the best knowledge of the undersigned, the undersigned


 


[ ] did


 


[ ] did not


 


acquire the Rights evidenced
by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person
or any transferee of such Persons.


 


Dated: ______________, 20__


 





	Signature: 	 	 
	 	 	 
	(Signature must conform in all respects to the name of holder as written upon the face of this Right Certificate, without alteration or enlargement or any change whatsoever.)	 








 


Signature Guaranteed:*


 


* Signature must be guaranteed by an “Eligible
Guarantor Institution” pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.




    	B-6



    	



    

FORM OF
ELECTION TO PURCHASE


 


(To be executed if registered holder desires
to Exercise the Right Certificate.)


 


To: SUPPORT.COM, INC.


 


The undersigned hereby
irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase the number of one one-thousandths
of a share of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests
that certificates representing such share(s) or other securities be issued in the name of:


 





	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 Right Certificate, a new Right Certificate for the remaining 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: _____________, 20__


 





	 	 
	 	Signature
	 	 
	 	(Signature must conform in all respects to the name of holder as written upon the face of the Right Certificate, without alteration or enlargement or any change whatsoever.)







 


Signature Guaranteed:*


 


* Signature must be guaranteed by an “Eligible
Guarantor Institution” pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.




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Certificate


 


The undersigned hereby
certifies by checking the appropriate boxes that:


 


(1)        the Rights evidenced
by this Right 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 in the Plan);


 


(2)       after due inquiry
and to the best knowledge of the undersigned, the undersigned


 


[ ] did


 


[ ] did not


 


acquire the Rights evidenced
by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person
or any transferee of such Persons.


 


Dated: ______________, 20__


 





	Signature: 	 	 
	 	 	 
	(Signature must conform
in all respects to the name of holder as written upon the face of this Right Certificate, without alteration or enlargement or
any change whatsoever.)	 


 


Signature Guaranteed:*


 


* Signature must be guaranteed by an “Eligible
Guarantor Institution” pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.




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EXHIBIT C


 


UNDER CERTAIN CIRCUMSTANCES AS SET FORTH
IN THE SECTION 382 TAX BENEFITS PRESERVATION PLAN, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE
OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE SECTION 382 TAX BENEFITS PRESERVATION PLAN) MAY BECOME NULL
AND VOID.


 


SUPPORT.COM, INC.



SUMMARY OF THE TERMS OF THE RIGHTS

TO PURCHASE UNITS OF PREFERRED STOCK


 


On April 20, 2016, the
Board of Directors (the “Board”) of Support.com, Inc., a Delaware corporation (the “Company”),
declared a dividend distribution of one purchase right (a “Right”) for each outstanding share of Common Stock,
par value $0.0001 per share (“Common Stock”), of the Company, payable to stockholders of record on May 3, 2016,
and issuable as of that date. Except in the circumstances described below, each Right, when it becomes exercisable, entitles the
registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Cumulative Preferred
Stock, $0.0001 par value, of the Company (“Preferred Stock” and each one one-thousandth of a share of Preferred
Stock, a “Unit”) at a price of $3.00 per Unit (the “Purchase Price”). The rights of a
holder of a Unit are substantially equivalent to the rights of a holder of a share of Common Stock. The description and terms of
the Rights are set forth in a Section 382 Tax Benefits Preservation Plan (the “Plan”) between the Company and
Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).


 


The Company has generated
substantial operating losses (“NOLs”) in previous years which, under the Internal Revenue Code of 1986 (the “Code”),
the Company may in certain circumstances use to offset current and future earnings and thus reduce its future federal income tax
liability (subject to certain requirements and restrictions). However, if the Company experiences an “Ownership Change,”
as defined in Section 382 of the Code and the treasury regulations promulgated thereunder (“Section 382”), its
ability to use these NOLs could be substantially limited or lost altogether. In order to seek to avoid an “Ownership Change”
and protect stockholder value, the Board of Directors adopted the Plan.


 


As discussed below,
initially the Rights will not be exercisable, certificates will not be sent to stockholders and the Rights will automatically trade
with the Common Stock.


 


The Rights will be evidenced
by Common Stock certificates, and Rights relating to shares of Common Stock not represented by certificates will be represented
by notation on the records of the Company, until the close of business on the earlier to occur of (i) the tenth (10th) calendar
day after the day on which a public announcement or filing that a person or group of affiliated or associated persons has become
an “Acquiring Person”, which is defined as a person who, at any time after the date of the Plan, has acquired, or obtained
the right to acquire, beneficial ownership of 4.99% or more of the Common Stock of the Company then outstanding, subject to



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certain exceptions as
described below, or (ii) the tenth (10th) calendar day (or a later date determined by the Board of Directors of the Company) after
the commencement of a tender or exchange offer the consummation of which would result in a person becoming an Acquiring Person
(the earlier of these dates is called the “Distribution Date”).


 


As soon as practicable
following a Distribution Date, the Rights Agent will, if requested to do so by the Company, mail separate certificates evidencing
the Rights (“Right Certificates”) to holders of record of shares of the Common Stock as of the close of business
on the Distribution Date, and those separate certificates alone will evidence the Rights from and after the Distribution Date.


 


Each of the following
persons will not be deemed to be an Acquiring Person, even if they have acquired, or obtained the right to acquire, beneficial
ownership of 4.99% or more of the shares of Common Stock of the Company then outstanding: (i) the Company, (ii) any Subsidiary
of the Company, (iii) any employee benefit plan or employee stock plan of the Company or any Subsidiary of the Company, or any
person organized, appointed, established or holding shares of Common Stock of the Company for or pursuant to the terms of any such
plan; (iv) any “direct public group” within the meaning of Treasury Regulations Section 1.382-2T(j)(2)(ii); (v) any
person who the Board determines prior to the time the person would otherwise be an Acquiring Person, should be exempted from being
an Acquiring Person; (vi) any person who would otherwise be an Acquiring Person upon the first public announcement by the Company
of the adoption of the Plan, unless and until such person, or any Affiliate of such person, acquires beneficial ownership of any
additional shares of Common Stock after the first public announcement by the Company of the adoption of the Plan; (vii) any person
who as the result of an acquisition of shares of Common Stock by the Company (or any Subsidiary of the Company, any employee benefit
plan or employee stock plan of the Company or any Subsidiary of the Company, or any person organized, appointed, established or
holding shares of Common Stock of the Company for or pursuant to the terms of any such plan) which, by reducing the number of shares
of Common Stock outstanding, increases the proportionate number of shares of Common Stock beneficially owned by the person to 4.99%
or more of the shares of Common Stock then outstanding, unless and until such person, or any Affiliate of such person, following
the first public announcement by the Company of such share acquisition, acquires beneficial ownership of any additional shares
of Common Stock (other than pursuant to a stock split, reverse stock split, stock dividend, reclassification or similar transaction
effected by the Company); or (viii) any person who or which, within ten (10) business days of being requested by the Company to
advise it regarding the same, certifies to the Company that such person acquired shares of Common Stock in excess of 4.99% 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 reduces such person’s (together with its Affiliates’ and Associates’)
beneficial ownership to less than 4.99% of the shares of Common Stock then outstanding; provided, however, that (x) if the
person requested to so certify fails to do so within ten (10) business days or breaches or violates such certification, then such
person shall become an Acquiring Person immediately after such ten (10) business day period or such breach or violation or (y)
if the person together with its Affiliates and Associates fails to reduce beneficial ownership to less than 4.99% within ten (10)
business days following such certification, then such person shall become an Acquiring Person immediately after such ten (10) business
day



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period. In addition,
no person shall be an Acquiring Person if the Board shall have affirmatively determined in light of the intent and purposes of
the Plan or other circumstances facing the Company, that such person should not be deemed an Acquiring Person. A person (other
than any “direct public group” within the meaning of Treasury Regulations Section 1.382-2T(j)(2)(ii)) will be treated
as the beneficial owner of 4.99% or more shares of the Common Stock if, in the determination of the Board, that person would be
treated as a “5-percent stockholder” for purposes of Section 382 (substituting “4.99” for “5”
each time “five” or “5” is used in or for purposes of Section 382.


 


The Rights are not exercisable
until after the Distribution Date. The Rights will expire upon the earliest of (i) the date on which all of the Rights are redeemed
as described below, (ii) the date on which the Rights are exchanged as described below, (iii) the consummation of a reorganization
transaction entered into by the Company resulting in the imposition of stock transfer restrictions that the Board determines, in
its sole discretion, will provide protection for the Company’s tax attributes similar to that provided by the Plan, (iv)
the close of business on the effective date of the repeal of Section 382, or any other change, if the Board determines, in its
sole discretion, that the Plan is no longer necessary or desirable for the preservation of the Company’s tax attributes,
(v) the date on which the Board otherwise determines, in its sole discretion, that the Plan is no longer necessary to preserve
the Company’s tax attributes, (vi) the beginning of a taxable year of the Company to which the Board determines, in its sole
discretion, that none of the Company’s tax attributes may be carried forward, and (vii) the close of business on April 20,
2019.


 


The Purchase Price,
and the number of Units, shares of Common 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 or
reclassification of, the Preferred Stock; (ii) upon the grant to holders of Preferred Stock of certain rights or warrants to subscribe
for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock; or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets (excluding dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to above). The Purchase Price is also subject to adjustment from time
to time in the event of a Common Stock dividend on, or a subdivision or combination of, the shares of Common Stock.


 


In the event any Person
becomes an Acquiring Person, then each holder of record of a Right, other than the Acquiring Person, will thereafter have the right
to receive, upon payment of the Purchase Price, that number of shares of Common Stock having a value at the time the person becomes
an Acquiring Person equal to twice the Purchase Price. Any Rights that are or were at any time, on or after the Distribution Date,
beneficially owned by an Acquiring Person will become null and void. After such an event, to the extent that insufficient shares
of Common Stock are available for the exercise in full of the Rights, holders of Rights will receive upon exercise a number of
shares of Common Stock to the extent available and then Units or other securities of the Company, assets, or cash, in proportions
determined by the Company, so that the aggregate value received is equal to twice the Purchase Price.



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No fractional shares
of Common Stock or Units will be required to be issued upon exercise of the Rights and, in lieu thereof, a payment in cash equal
to the fraction of the then current value of a share of Common Stock may be made.


 


At any time after a
person becomes an Acquiring Person, the Board may exchange all or part of the outstanding Rights (other than those held by an Acquiring
Person) for shares of Common Stock at an exchange rate of one share of Common Stock (and, in certain circumstances, a Unit) for
each Right. The Company will promptly give public notice of any exchange (although failure to give notice will not affect the validity
of the exchange).


 


At any time until the
close of business on the tenth (10th) calendar day after the day a public announcement or filing is made indicating that a person
has become an Acquiring Person (and prior to the giving of notice of the exchange or redemption, as applicable to the holders of
the Rights), or thereafter under certain circumstances, the Company may redeem the Rights in whole, but not in part, at a price
of $0.001 per Right.


 


Immediately upon the
action of the Board authorizing exchange or redemption of the Rights, the right to exercise the Rights will terminate, and the
only right of the holders of Rights will be to receive (if applicable) the shares of Common Stock of the Company (or Units) issuable
in connection with the exchange or the Redemption Price without any interest thereon.


 


Until the close of business
on the tenth (10th) calendar day after the day a public announcement or a filing is made indicating that a person has become an
Acquiring Person, or thereafter under certain circumstances, the Company may amend the Rights in any manner. The Company may also
amend the Plan after the close of business on the tenth (10th) calendar day after the day a public announcement or filing is made
indicating that a person has become an Acquiring Person, to cure ambiguities, to correct defective or inconsistent provisions or
to otherwise change or supplement the Plan in any manner that does not adversely affect the interests of holders of the Rights.


 


Until a Right is exercised,
the holder, as such, will have no rights as a stockholder of the Company, including the right to vote or to receive dividends.


 


The issuance of the
Rights should not be taxable to the Company or to stockholders under presently existing federal income tax law. However, if the
Rights become exercisable or are redeemed, stockholders may recognize taxable income, depending on the circumstances then existing.


 


A copy of the Plan has
been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K filed on April 21, 2016. In
addition, a copy of the 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 Plan, which is incorporated in this summary description by
reference.



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