ENTEGRA FINANCIAL CORP.


 


 


AND


 


 


COMPUTERSHARE TRUST COMPANY, N.A.


 


 


TAX BENEFITS PRESERVATION PLAN


 


 


DATED AS OF NOVEMBER 16, 2015


 


 






    	 



     

    

TABLE OF CONTENTS


 


	SECTION 1. CERTAIN DEFINITIONS	1
	SECTION 2. OTHER DEFINITIONAL AND INTERPRETATIVE PROVISIONS	4
	SECTION 3. APPOINTMENT OF RIGHTS AGENT	5
	SECTION 4. ISSUE OF RIGHT CERTIFICATES	5
	SECTION 5. FORM OF RIGHT CERTIFICATES	7
	SECTION 6. COUNTERSIGNATURE AND REGISTRATION	7
	SECTION 7. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED,  LOST, OR STOLEN RIGHT CERTIFICATES	8
	SECTION 8. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS	9
	SECTION 9. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES	11
	SECTION 10. AVAILABILITY OF PREFERRED SHARES	11
	SECTION 11. PREFERRED SHARES RECORD DATE	12
	SECTION 12. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF RIGHTS	13
	SECTION 13. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES	18
	SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES	18
	SECTION 15. RIGHTS OF ACTION	18
	SECTION 16. AGREEMENT OF RIGHT HOLDERS	19
	SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER	19
	SECTION 18. CONCERNING THE RIGHTS AGENT	20
	SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT	20



 






    	 



     

    

 


	SECTION 20. DUTIES OF RIGHTS AGENT	21
	SECTION 21. CHANGE OF RIGHTS AGENT	22
	SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES	23
	SECTION 23. REDEMPTION	23
	SECTION 24. EXCHANGE	24
	SECTION 25. NOTICE OF CERTAIN EVENTS	26
	SECTION 26. NOTICES	26
	SECTION 27. SUPPLEMENTS AND AMENDMENTS	27
	SECTION 28. SUCCESSORS	27
	SECTION 29. DETERMINATION AND ACTIONS BY THE BOARD, ETC.	27
	SECTION 30. BENEFITS OF THIS PLAN	28
	SECTION 31. SEVERABILITY	28
	SECTION 32. GOVERNING LAW	28
	SECTION 33. COUNTERPARTS	28
	SECTION 34. DESCRIPTIVE HEADINGS	28


 


	EXHIBIT A. CERTIFICATE OF DESIGNATION	Exhibit A-1
	EXHIBIT B. FORM OF RIGHT CERTIFICATE	Exhibit B-1
	EXHIBIT C. SUMMARY OF RIGHTS	Exhibit C-1


 






    	 



     

    

TAX BENEFITS PRESERVATION PLAN


 


This Tax Benefits
Preservation Plan (“Plan”) is effective as of [DATE] between Entegra Financial Corp., a corporation organized under
the laws of the State of North Carolina (the “Company”), and Computershare Trust Company, N.A., a federally chartered
trust company (the “Rights Agent”).


 


WHEREAS, the Company
and certain of its Subsidiaries have generated certain Tax Benefits (as defined below) for United States federal income tax purposes,
and the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Code and thereby
preserve the Company’s ability to utilize such Tax Benefits;


 


WHEREAS, the Board
of Directors of the Company (the “Board”) has authorized and declared a dividend of one preferred share purchase right
(a “Right”) in respect of each Common Share of the Company outstanding at the Close of Business on November 27, 2015
(the “Record Date”), each such Right representing the right to purchase 1/10,000th of a Preferred Share upon the terms
and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right (subject to adjustment)
in respect of each Common Share that shall become outstanding between the Record Date and the earlier of the Distribution Date
and the Expiration Date; and


 


WHEREAS, the Company
desires to appoint the Rights Agent to act on behalf of the Company, and the Rights Agent is willing so to act, in connection with
the issuance, transfer, exchange and replacement of Right Certificates, the exercise of Rights and other matters referred to herein.


 


IN CONSIDERATION
of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


SECTION 1.
CERTAIN DEFINITIONS. For purposes of this Plan, the following terms have the meanings ascribed to them below:


 


(a)      “Acquiring
Person” shall mean any Threshold Holder except:


 


(i)        the United States Government;


 


(ii)       any Exempt Person;


 


(iii)      any Grandfathered
Person, unless such Grandfathered Person’s percentage Beneficial Ownership increases on or after the Record Date, other than
any increase pursuant to or as a result of (A) a stock dividend, stock split, reverse stock split or similar transaction effected
by the Company, (B) any anti-dilution or similar adjustment in accordance with the terms of any Company Securities or (C) any redemption
or repurchase of Company Securities by the Company;


 


(iv)      any Person who or
which the Board determines, in its sole discretion, has inadvertently become a Threshold Holder, so long as such Person (or its
Affiliate) promptly enters into, and delivers to the Company, an irrevocable commitment promptly to divest and thereafter promptly
divests (without exercising or retaining any power, including voting, with respect to such securities), sufficient Company Securities
so that such Person is no longer a Threshold Holder;


 






    	 	1	 



     

    

(v)      any
Person that has become a Threshold Holder as the result of an acquisition of any class of Company Securities by the Company which,
by reducing the number of shares of that class outstanding, increases the proportionate number of Company Securities of that class
Beneficially Owned by such Person so that such Person would otherwise become an Acquiring Person; provided, however, that if such
Person shall thereafter become the Beneficial Owner of any additional Company Securities of that class (other than Beneficial Ownership
resulting from events of the type described in sub-clauses (A) and (B) of clause (iii) above), such Person shall be deemed to be
an “Acquiring Person” unless upon becoming the Beneficial
Owner of such additional Company Securities, such Person does not Beneficially Own 4.99% or more of that class of Company Securities;
and


 


(vi)      any Person that has
become a Threshold Holder if the Board in good faith determines that the attainment of such status has not jeopardized or endangered
the Company’s utilization of the Tax Benefits.


 


(b)      “Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, and to
the extent not included within the foregoing, shall also include with respect to any Person, any other Person whose Company Securities
would be deemed to be (i) constructively owned by such first Person, or (ii) otherwise aggregated with shares owned by such first
Person (other than any aggregation solely by reason of such shares being part of the same “public group” as defined
under Treasury Regulation Section 1.382-2T(f)(13)), in each case pursuant to the provisions of Section 382 of the Code, or any
successor or replacement provision, and the Treasury Regulations thereunder.


 


(c)      A Person
shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own,” and shall have “Beneficial
Ownership” of, any Company securities or any Rights, as applicable, (i) which such Person directly owns or (ii) which such
Person would be deemed to own constructively pursuant to Section 382 of the Code and the Treasury Regulations promulgated
thereunder (including as a result of the deemed exercise of an “option” pursuant to Treasury Regulation Section 1.382-4(d)
and including, without duplication, Company Securities or Rights, as applicable, owned by any Affiliate of such Person); provided
that a Person shall not be treated as “Beneficially Owning” Company Securities pursuant to clause (i) above to the
extent that such Person does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such Company Securities.


 


(d)      “Board”
shall have the meaning set forth in the Recitals.


 


(e)      “Business
Day” shall mean any day other than a Saturday, a Sunday, or a day on which the New York Stock Exchange is authorized or obligated
by law or executive order to close.


 


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


 






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(g)      “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


(h)      “Common
Shares” when used with reference to the Company shall mean the shares of common stock, no par value per share, of the Company.


 


(i)      “Company
Securities” shall mean Common Shares and any other interest that would be treated as “stock” of the Company for
purposes of Section 382 of the Code (including pursuant to Treasury Regulation Section 1.382-2T(f)(18)).


 


(j)      “Distribution
Date” shall mean the earlier of (i) the Close of Business on the tenth (10th) Business Day after a Shares Acquisition Date
and (ii) the Close of Business on the tenth (10th) Business Day (or such later day as may be designated prior to a Shares Acquisition
Date by the Board) after the date of the commencement of a tender or exchange offer by any Person if, upon consummation thereof,
such Person would or could be an Acquiring Person; provided, however, that if either of such dates occurs after the date of this
Plan and on or prior to the Record Date, then the Distribution Date shall be the Record Date.


 


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


 


(l)      “Exempt
Person” shall mean the Company, any Subsidiary (in each case including, without limitation, in any fiduciary capacity), any
employee benefit plan or compensation arrangement of the Company or any Subsidiary, or any entity or trustee holding Company Securities
to the extent organized, appointed or established by the Company or any Subsidiary for or pursuant to the terms of any such employee
benefit plan or compensation arrangement.


 


(m)      “Expiration
Date” shall mean the earliest of (i) the Final Expiration Date, (ii) the Redemption Date, (iii) the time at which all Rights
are exchanged as provided in Section 24 hereof, (iv) such time as the Board determines, in its sole discretion, that the Rights
and the Plan are no longer necessary for the preservation of existence of the Tax Benefits and (v) a date prior to a Shares Acquisition
Date on which the Board determines, in its sole discretion, that the Rights and this Plan are no longer in the best interests of
the Company and its shareholders.


 


(n)      “Final
Expiration Date” shall mean the Close of Business on November 15, 2020; provided that if a Shares Acquisition Date occurs
fewer than 30 days prior to such date, then the Final Expiration Date shall be the date that is 30 days after the Shares Acquisition
Date.
 


(o)      “Grandfathered
Person” shall mean any Person who or which, together with all Affiliates of such Person, was on the Record Date, the Beneficial
Owner of 4.99% or more of the Company Securities outstanding on such date. Any Grandfathered Person who, together with all of its
Affiliates, subsequently becomes the Beneficial Owner of less than 4.99% of the Company Securities shall cease to be a Grandfathered
Person.
 


(p)      “Person”
shall mean any individual, firm, corporation, partnership, trust association, limited liability company, limited liability partnership,
governmental entity, or other entity, or any group of Persons making a “coordinated acquisition” of shares or otherwise
treated as an entity within the meaning of Treasury Regulation Section 1.382-3(a)(1)(i) and shall include any successor (by
merger or otherwise) of any such entity.
 






    	 	3	 



     

    

(q)      “Preferred
Shares” shall mean shares of Junior Participating Preferred Stock, Series A, no par value per share, having the rights and
preferences set forth in the Articles of Amendment attached as Exhibit A to this Plan.
 


(r)      “Purchase
Price” shall mean the price (subject to adjustment as provided herein) at which a holder of a Right may purchase 1/10,000th
of a Preferred Share (subject to adjustment as provided herein) upon exercise of a Right, which price shall initially be $39.18.
 


(s)      “Redemption
Date” shall mean the time at which the Rights are redeemed as provided in Section 23 hereof.
 


(t)      “Section
382” means Section 382 of the Code, or any comparable successor provision.
 


(u)      “Securities
Act” means the Securities Act of 1933, as amended.
 


(v)      “Shares
Acquisition Date” shall mean the date of the first public announcement by the Company in a press release expressly referring
to this Plan indicating that an Acquiring Person has become such.
 


(w)      “Subsidiary”
of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.
 


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


(y)      “Threshold
Holder” means any Person who or which, together with all Affiliates of such Person, shall be the Beneficial Owner of 4.99%
or more of (i) the Common Shares then outstanding or (ii) any class of Company Securities (other than Common Shares) then outstanding.
 


(z)      “Trading
Day” means a day on which the principal national securities exchange or over-the-counter market on which the Common Shares
are listed or admitted to trading is open for the transaction of business or, if the Common Shares are not listed or admitted to
trading on any national securities exchange or over-the-counter market, a Business Day.
 


(aa)      “Treasury
Regulation” means any final, proposed or temporary regulation of the U.S. Department of the Treasury under the Code and any
successor regulation.
 


(bb)      “U.S.
Government” means any of (i) the federal government of the United States of America, (ii) any instrumentality or agency of
the federal government of the United States of America and (iii) any Person wholly-owned by, or the sole beneficiary of which is,
the federal government of the United States or any instrumentality or agency thereof.
 



SECTION 2.
OTHER DEFINITIONAL AND INTERPRETATIVE PROVISIONS. The words “hereof,” “herein” and “hereunder”
and words of like import used in this Plan shall refer to this Plan as a whole and not to any particular provision of this Plan.
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Plan unless
otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part
of this Plan as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein,
shall have the meaning as defined in this Plan. Any singular term in this Plan shall be deemed to include the plural, and any plural
term the singular. Whenever the words “include,” “includes” or “including” are used in this
Plan, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed
by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing
and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are
to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof;
provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements
must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that
Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.
References to any statute, rules or regulations shall be deemed to refer to such statute, rules or regulations as amended from
time to time and to any successors thereto.
 






    	 	4	 



     

    
SECTION 3.
APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance
with the express terms and conditions hereof (and no implied terms and conditions), and the Rights Agent hereby accepts such appointment.
The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, upon ten (10) days’
prior written notice to the Rights Agent setting forth the respective duties of the Rights Agent and any co-Rights Agent, and,
upon acceptance of such appointment by a co-Rights Agent, the provisions of this Plan applicable to the Rights Agent shall be deemed
also to apply to such co-Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the
acts or omissions of any such co-Rights Agents.
 


SECTION 4.
ISSUE OF RIGHT CERTIFICATES.
 


(a)      Prior to
a Distribution Date, (x) the Rights will be evidenced (subject to the provisions of Section 4(b) hereof) by the certificates
for Common Shares registered in the names of the holders thereof (or, if Common Shares are uncertificated, the registration of
such Common Shares on the stock transfer books of the Company) and not by separate Right Certificates, and (y) the Rights will
be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights
Agent will, if requested and provided with all necessary information and documentation, in form and substance reasonably satisfactory
to the Rights Agent, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close
of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in
substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held.
As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly
notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the
Company shall confirm the same in writing within two (2) Business Days. 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.
 






    	 	5	 



     

    

(b)      As soon as
practicable after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially
the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder
of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company,
and also will make a copy of the Summary of Rights publicly available through a filing with the Securities and Exchange Commission.
With respect to certificates representing Common Shares outstanding as of the Record Date (or, if Common Shares are uncertificated,
shares registered on the stock transfer books of the Company), or issued subsequent to the Record Date, unless and until the Distribution
Date shall occur, the Rights will be evidenced by the certificates representing such Common Shares (or, if Common Shares are uncertificated,
by an appropriate notation in the stock transfer books of the Company) and the registered holders of the Common Shares shall also
be the registered holders of the associated Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer
of any certificate for Common Shares (or, if Common Shares are uncertificated, the transfer on the stock transfer books of the
Company of such Common Shares) outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
 


(c)      Rights shall
be issued in respect of all Common Shares which are issued by the Company after the Record Date but prior to the earlier of the
Distribution Date and the Expiration Date. Certificates for Common Shares which become outstanding (including, without limitation,
reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earlier
of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to such certificates
a legend in substantially the following form:
 


This certificate also evidences
and entitles the holder hereof to certain rights as set forth in a Tax Benefits Preservation Plan between Entegra Financial Corp.
and Computershare Trust Company, N.A. (or any successor rights agent), dated as of November 16, 2015 (as it may be amended from
time to time, the “Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of Entegra Financial Corp. Under certain circumstances, as set forth in the Plan, such
rights may be redeemed, may become exercisable for securities or assets of the Company, may be exchanged for Common Shares or other
securities or assets of the Company, may expire, may become void (including if they are “Beneficially Owned” by an
“Acquiring Person” or an Affiliate thereof, as such terms are defined in the Plan, or by any transferee of any of the
foregoing) or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Entegra Financial
Corp. will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor.
 






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If any uncertificated
Common Shares become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this
Section 4 (c)) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, a legend in substantially
similar form will be included in a notice to the record holder of such shares in accordance with applicable law..
 


In the event that
the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated
with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights
associated with the Common Shares which are no longer outstanding.
 


Notwithstanding
the provisions of this section, neither the omission of a legend nor the failure to deliver the notice of such legend required
hereby shall affect the enforceability of any part of this Plan or the rights of any holder of Rights.
 


SECTION
5. FORM OF RIGHT CERTIFICATES. The Right Certificates (and the forms of election to purchase and of assignment to be
printed on the reverse thereof) shall be substantially the same as the form in Exhibit B hereto and may have such marks of identification
or designation and such legends, summaries, or endorsements printed thereon as the Company may deem appropriate, which shall not
affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder, and
as are not inconsistent with the provisions of this Plan, or as may be required to comply with any applicable law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time
be listed, or to conform to custom and common usage. Subject to the provisions of Section 22 hereof, the Right Certificates
shall entitle the holders thereof to purchase such number of 1/10,000ths of a Preferred Share as shall be set forth therein at
the Purchase Price, but the number of such one 1/10,000ths of a Preferred Share and the Purchase Price shall be subject to adjustment
as provided herein.
 


SECTION 6.
COUNTERSIGNATURE AND REGISTRATION. The Right Certificates shall be executed on behalf of the Company by its Chief Executive
Officer or President, either manually or by facsimile signature, shall have affixed thereto the Company’s seal or a facsimile
thereof, and shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature.
The Right Certificates shall be countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature,
and shall not be valid for any purpose unless 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, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the
Company with the same force and effect as though the person who signed such 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 such Right Certificate, although at the date of the
execution of this Plan any such person was not such an officer. In case any authorized signatory of the Rights Agent who has countersigned
any Right Certificate ceases to be an authorized signatory of the Rights Agent before issuance and delivery by the Company, such
Right Certificate, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person
who countersigned such Right Certificate had not ceased to be an authorized signatory of the Rights Agent; and any Right Certificate
may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right
Certificate, is properly authorized to countersign such Right Certificate, although at the date of the execution of this Plan any
such person was not so authorized.
 






    	 	7	 



     

    

Following
the Distribution Date, upon receipt by the Rights Agent of notice to that effect and all other relevant information and documents
referred to in Section 4(a), the Rights Agent will keep or cause to be kept, at its
office or offices designated for such purpose, books or records for registration and transfer of the Right Certificates issued
hereunder. Such books or records 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 and the date of each of the Right Certificates.
 


SECTION
7. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST, OR STOLEN RIGHT
CERTIFICATES. Subject to the provisions of Section 14 hereof, at any time after the Distribution Date, and prior to the Expiration
Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become null and
void pursuant to Section 8(e) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined
or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of
1/10,000ths of a Preferred Share (or Common Shares, in the event the Rights become exercisable for Common Shares in accordance
with Section 12(a)(ii) hereof) as the Right Certificates surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing
delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined
or exchanged at the office of the Rights Agent designated for such purpose, along with a signature
guarantee (if required) and such other and further documentation as the Company or the Rights Agent may reasonably request. Neither
the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered
Right Certificate or Right Certificates until the registered holder of the Right Certificate has complied with the requirements
of Section 8(f) and has provided such additional evidence, as the Company or the Rights Agent may reasonably request. Pursuant
to Section 10(e) hereof, the Company or the Rights Agent may require payment 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 not have any duty or obligation to take any action under any section of this Plan that requires the payment of taxes
and/or charges unless and until it is satisfied that all such payments have been made, and the Rights Agent shall promptly forward
any such sum collected by it to the Company or to such Persons as the Company may specify by written notice. Thereupon the Rights
Agent, subject to the provisions of this Plan, shall countersign and deliver to the Person entitled thereto a Right Certificate
or Right Certificates, as the case may be, as so requested. Upon satisfaction of the foregoing requirements, the Rights Agent shall,
subject to Sections 8(e), 8(f), 14 and 24 hereof, countersign 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 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.
 






    	 	8	 



     

    

Upon receipt by
the Company and the Rights Agent of evidence reasonably satisfactory to the Company and the Rights Agent of the loss, theft, destruction
or mutilation of the Right Certificate, and, in case of loss, theft or destruction, of indemnity, surety, or security reasonably
satisfactory to the Company and the Rights Agent, along with such other and further documentation and processing fees as the Company
or the Rights Agent may reasonable request, and, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will execute
and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder
in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.
 


SECTION 8.
EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.
 


(a)      The registered
holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in
part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and
the certificate on the reverse side thereof properly completed and duly executed (with such signature duly guaranteed, if required),
to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate
Purchase Price with respect to the Rights then to be exercised, at or prior to the Expiration Date.
 


(b)      The Purchase
Price for each 1/10,000th of a Preferred Share pursuant to the exercise of a Right shall initially be $39.18, shall be subject
to adjustment from time to time as provided in Section 12 hereof, and shall be payable in lawful money of the United States
of America in accordance with paragraph (c) below.
 


(c)      Upon receipt
of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse
side thereof properly completed and duly executed, accompanied by payment of the Purchase Price for the total number of 1/10,000ths
of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such
Right Certificate in accordance with Section 10 hereof in a form of payment acceptable to the Rights Agent payable to the order
of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or
make available, if the Rights Agent is the transfer agent therefor) certificates for the number of Preferred Shares to be purchased
(or, if the Preferred Shares are uncertificated, request from such transfer agent a statement setting forth such number of Preferred
Shares to be purchased for which registration will be made on the stock transfer books of the Company) and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the Preferred
Shares issuable upon exercise of the Rights with a depositary agent, requisition from the depositary agent depositary receipts
representing such number of 1/10,000ths of a Preferred Share as are to be purchased (in which case certificates for the Preferred
Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent or registrations in the
depositary agent’s name shall be made on the stock transfer books of the Company if the Preferred Shares are uncertificated)
and the Company hereby directs the depositary agent to comply with such request, and (ii) after receipt of such certificates (or,
if the Preferred Shares are uncertificated, such statement) or depositary receipts, cause the same to be delivered to or upon the
order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder.
If the Company is obligated to deliver Common Shares or other securities or assets pursuant to this Plan, upon exercise of the
Rights or otherwise, the Company will make all arrangements necessary so that such securities and assets are available for delivery
by the Rights Agent, if and when appropriate.
 






    	 	9	 



     

    

(d)      In case the
registered holder of any Right Certificate shall properly exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of
such Right Certificate or to such person’s duly authorized assigns, subject to the provisions of Section 14 hereof.
 


(e)      Notwithstanding
anything in this Plan to the contrary, any Rights Beneficially Owned by (i) an Acquiring Person or an Affiliate of an Acquiring
Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by
an Acquiring Person (or by an Affiliate of an Acquiring Person) who (A) becomes a transferee after the public announcement relating
to a Shares Acquisition Date with respect to an Acquiring Person who was identified on the Shares Acquisition Date or (B) becomes
a transferee with respect to an Acquiring Person (or an Affiliate thereof) and receives such Rights (I) with actual knowledge that
the transferor is or was an Acquiring Person (or an Affiliate of an Acquiring Person) or (II) pursuant to either (x) a transfer
(whether or not for consideration) from the Acquiring Person (or an Affiliate thereof) to holders of equity interests in such Acquiring
Person (or in such Affiliate thereof) or to any Person with whom the Acquiring Person (or an Affiliate thereof) has any continuing
agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines in good faith
is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall
become null and void without any further action, and no holder of such Rights (other than a transferee not of a type described
in clause (ii)) shall have any rights whatsoever with respect to such Rights, whether under this Plan or otherwise. The Company
shall use all reasonable efforts to ensure that the provisions of this Section 8(e) are complied with, but shall have no liability
to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring
Person or any transferee of an Acquiring Person hereunder. No Right Certificate shall be issued pursuant to Section 4 hereof that
represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any
Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose
Rights would be void pursuant to the preceding sentence or any Affiliate thereof or to any nominees of such Acquiring Person or
Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence shall be cancelled.
 






    	 	10	 



     

    

(f)      Notwithstanding
anything in this Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with
respect to any purported transfer pursuant to Section 7 hereof or exercise pursuant to this Section 8 unless the registered
holder of the applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election
to purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such transfer or exercise,
as the case may be, and (ii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial
Owner) thereof as the Company shall reasonably request.
 


(g)      The Company
hereby waives application of each standstill or other similar provision relating to Company Securities by which a registered holder
of Rights is bound as of the date of this Plan to the extent necessary to permit such registered holder to exercise such Rights
in accordance with this Plan.
 


SECTION 9.
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 Plan. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof. Subject to applicable law and regulation, the Rights
Agent shall maintain in a retrievable database electronic records of all cancelled or destroyed Right Certificates which have been
cancelled or destroyed by the Rights Agent. The Rights Agent shall maintain such electronic records for the time period required
by applicable law and regulation. Upon written request of the Company (and at the expense of the Company), the Rights Agent shall
provide to the Company or its designee copies of such electronic records relating to Right Certificates cancelled or destroyed
by the Rights Agent.
 


SECTION 10.
AVAILABILITY OF PREFERRED SHARES.
 


(a)      The Company
covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares,
the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with
Section 8 hereof. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred
Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject
to payment of the Purchase Price), be duly and validly authorized and issued and fully-paid and nonassessable shares. The foregoing
covenants and agreements of the Company shall apply with respect to the Common Shares in the event the Rights become exercisable
for Common Shares in accordance with Section 12(a)(ii) hereof.
 


(b)      So long as
the Preferred Shares or other securities issuable upon the exercise of Rights may be listed on any national securities exchange,
the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all securities reserved
for such issuance to be listed on any such exchange upon official notice of issuance upon such exercise.
 






    	 	11	 



     

    

(c)      The
Company shall use its reasonable best efforts to (i) file, as soon as practicable following the earliest date after a Shares Acquisition
Date and determination of the consideration to be delivered by the Company upon exercise of the Rights in accordance with Section
12(a)(ii), or as soon as is required by law following a Distribution Date, as the case may be, a registration statement under the
Securities Act with respect to the securities issuable upon exercise of the Rights, (ii) cause such registration statement to become
effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities and (B) the Expiration Date. The Company shall also take such action as may be appropriate to ensure
compliance with the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The
Company may temporarily suspend, for a period of time not to exceed 90 days after
the date set forth in clause (i) of the first sentence of this Section 10(c), the exercisability of the Rights in order to prepare
and file such registration statement 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 when
the suspension is no longer in effect, in each case with simultaneous written notice to the Rights Agent.
Notwithstanding anything contained in this Plan to the contrary, the Rights shall not be exercisable for securities in any jurisdiction
if the requisite qualification in such jurisdiction has not been obtained, such exercise is not permitted under applicable law
or a registration statement in respect of such securities has not been declared effective.
 


(d)      The Company
covenants and agrees that it will take all such action as may be necessary to ensure that all 1/10,000ths of a Preferred Share
(or Common Shares, in the event the Rights become exercisable for Common Shares in accordance with Section 12(a)(ii) hereof) shall,
at the time of delivery of such securities (subject to payment of the Purchase Price), be duly authorized, validly issued, fully
paid and nonassessable.
 


(e)      The Company
further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which
may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of
Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or
delivery of Right Certificates to a person other than, or the issuance or delivery of certificates (or, if uncertificated, the
registration on the stock transfer books of the Company) or depositary receipts for the Preferred Shares in a name other than that
of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates
(or, if uncertificated, to register on the stock transfer books of the Company) or depositary receipts for Preferred Shares upon
the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate
at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax is due.
 


SECTION 11.
PREFERRED SHARES RECORD DATE. Each Person in whose name any certificate for Preferred Shares is issued upon the exercise
of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Shares represented thereby on,
and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender
and payment is a date upon which the Preferred Shares transfer books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which
the Preferred Shares transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder
of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. The foregoing also
shall apply with respect to the Common Shares, in the event the Rights become exercisable for Common Shares in accordance with
Section 12(a)(ii) hereof.
 






    	 	12	 



     

    

SECTION 12.
ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number of Preferred and/or Common
Shares covered by each Right, and the number of Rights outstanding are subject to adjustment from time to time as provided in this
Section 12.
 


(a)      In the event
the Company shall at any time after the date of this Plan (A) declare a dividend on the Preferred Shares payable in Preferred
Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into a smaller number
of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any
such reclassification in connection with a merger in which the Company is the continuing or surviving corporation), except as provided
in this Section 12(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date
of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date,
shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate
number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time
when the Preferred Shares transfer books of the Company were open, such person would have owned upon such exercise and been entitled
to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right.
 


(i)      Subject
to Section 24 hereof, following the Shares Acquisition Date, each holder of a Right, other than Rights which have become null
and void pursuant to the provisions of Section 8(e) hereof, shall have a right to receive, upon exercise thereof pursuant
to Section 8(a) hereof at a price equal to the then current Purchase Price multiplied by the number of 1/10,000ths of a Preferred
Share for which a Right is then exercisable, in accordance with the terms of this Plan and in lieu of Preferred Shares, such number
of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the
number of 1/10,000ths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of the
then current per share market price of the Company’s Common Shares (determined pursuant to Section 12(d) hereof) on
the date of the occurrence of such event (such number of shares, the “Adjustment Shares”).
 






    	 	13	 



     

    

(ii)      In
the event that there shall not be sufficient Common Shares authorized but unissued to permit the exercise in full of the Rights
in accordance with the foregoing paragraph (ii), the Company may substitute, for each Common Share that would otherwise be issuable
upon exercise of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one
Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of
the date of issuance of such Preferred Shares or fraction thereof.
 


(b)      In case the
Company shall fix a record date for the issuance of rights, options, or warrants to all holders of Preferred Shares entitling such
holders (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares or
securities convertible into Preferred Shares at a price per Preferred Share (or having a conversion price per share, if a security
is convertible into Preferred Shares) less than the then current per share market price of the Preferred Shares (as defined in
Section 12(d) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the
number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the aggregate offering price
of the total number of Preferred Shares so to be offered (and/or the aggregate initial conversion price of the convertible securities
so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of additional Preferred Shares to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration
to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable
upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form
other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be
described in a statement filed with the Rights Agent. Preferred Shares owned by or held for the account of the Company shall not
be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record
date is fixed; and in the event that such rights, options, or warrants are not so issued, the Purchase Price shall be adjusted
to be the Purchase Price which would then be in effect if such record date had not been fixed.
 


(c)      In case the
Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution
made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences
of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription
rights or warrants (excluding those referred to in Section 12(b) hereof), the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator
of which shall be the then current per share market price of the Preferred Shares on such record date, less the fair market value
(as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent) of
the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable
to one Preferred Share and the denominator of which shall be such current per share market price of the Preferred Shares; provided,
however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value
of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be
adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.
 






    	 	14	 



     

    

(d)      For the purpose
of any computation hereunder, the “current per share market price” of any security (a “Security” for the
purpose of this Section 12(d)) on any date shall be deemed to be the average of the daily closing prices per share of such Security
for the thirty (30) consecutive Trading Days immediately prior to such date; provided, however, that in the event that the current
per share market price of the Security is determined during a period following the announcement by the issuer of such Security
of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares,
or (B) any subdivision, combination or reclassification of such Security and prior to the expiration of thirty (30) Trading Days
after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification,
then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price
per share equivalent of such Security. The closing price for each Trading Day shall be the last sale price, regular way, or, in
case no such sale takes place on such Trading Day, the average of the closing bid and asked prices, regular way, in either case
as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading
on the NASDAQ Stock Market or, if the Security is not listed or admitted to trading on the NASDAQ Stock Market, as reported in
the principal consolidated transaction reporting system with respect to securities listed on the principal national securities
exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any
national securities exchange the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by such system then in use, or, if on any such date the Security is not quoted by any such
system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security
selected by the Board. If the Preferred Shares are not publicly held or so listed or traded, “current per share market price”
shall be conclusively deemed to be the current per share market price of the Common Shares as determined pursuant to the foregoing
provisions of this Section 12(d) (appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring
after the date hereof), multiplied by ten thousand (10,000). If neither the Common Shares nor the Preferred Shares are publicly
held or so listed or traded, “current per share market price” shall mean the fair value per share as determined in
good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive
for all purposes.
 


(e)      No adjustment
in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%)
in the Purchase Price; provided, however, that any adjustments which by reason of this Section 12(e) are not required to be
made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 12
shall be made to the nearest cent or to the nearest 1/10,000th of a Preferred Share. Notwithstanding the first sentence of this
Section 12(e), any adjustment required by this Section 12 shall be made no later than the Expiration Date.
 






    	 	15	 



     

    

(f)      If as a result
of an adjustment made pursuant to Section 12(a) hereof, the holder of any Right thereafter exercised shall become entitled
to receive any shares of capital stock of the Company other than Preferred Shares, thereafter the number of such other shares so
receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Preferred Shares contained in Section 12 hereof, and the provisions of
Sections 8, 10, 11 and 14 hereof with respect to the Preferred Shares 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 1/10,000ths of a Preferred Share 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 12(i) hereof, upon each adjustment of the Purchase Price
as a result of the calculations made in Sections 12(b) and (c) hereof, each Right outstanding immediately prior to the making of
such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of 1/10,000ths of
a Preferred Share (calculated to the nearest 1/10,000th of a Preferred Share) obtained by (i) multiplying (x) the number of 1/10,000ths
of a share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.
 


(i)      The Company
may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of 1/10,000ths of a Preferred Share purchasable upon the exercise of a Right. Each of the Rights outstanding
after such adjustment of the number of Rights shall be exercisable for the number of 1/10,000ths of a Preferred Share 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 1/10,000th) obtained by dividing the Purchase Price in
effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the
Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record
date for the adjustment, and if known at the time, the amount of the adjustment to be made. This record date may be the date on
which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least
ten (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 12(i), the Company shall, as promptly as practicable, cause to be distributed to
holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof, the
additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall
cause to be distributed to such holders of record in substitution and replacement for the 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 holder 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 shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.
 






    	 	16	 



     

    

(j)      Irrespective
of any adjustment or change in the Purchase Price or the number of 1/10,000ths of a Preferred Share issuable upon the exercise
of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number
of 1/10,000ths of a Preferred Share which was expressed in the initial Right Certificates issued hereunder.
 


(k)      Before taking
any action that would cause an adjustment reducing the Purchase Price below 1/10,000ths of the then par value, if any, of the Preferred
Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue fully-paid and nonassessable Preferred Shares at such adjusted
Purchase Price.
 


(l)      In any case
in which this Section 12 shall require that an adjustment in the Purchase Price be made effective as of a record date for
a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised
after such record date of the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such
exercise over and above the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the
occurrence of the event requiring such adjustment.
 


(m)      Anything
in this Section 12 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 12, as and to the extent that it in its sole discretion
shall determine to be advisable in order that (i) any consolidation or subdivision of the Preferred Shares, (ii) issuance wholly
for cash of any Preferred Shares at less than the current per share market price, (iii) issuance wholly for cash of Preferred Shares
or securities which by their terms are convertible into or exchangeable for Preferred Shares, (iv) dividends on Preferred Shares
payable in Preferred Shares, or (v) issuance of rights, options, or warrants referred to hereinabove in Section 12(b), hereafter
made by the Company to holders of its Preferred Shares shall not be taxable to such shareholders.
 


(n)      In the event
that at any time after the date of this Plan and prior to the Distribution Date, the Company shall (i) declare or pay any dividend
on the Common Shares payable in Common Shares, or (ii) effect a subdivision, combination or consolidation of the Common Shares
(by reclassification or otherwise than by payment of dividends in Common Shares) into a greater or lesser number of Common Shares,
then in any such case (A) the number of 1/10,000ths of a Preferred Share purchasable after such event upon proper exercise of each
Right shall be determined by multiplying the number of 1/10,000ths of a Preferred Share so purchasable immediately prior to such
event by a fraction, the numerator of which is the number of Common Shares outstanding immediately before such event and the denominator
of which is the number of Common Shares outstanding immediately after such event, and (B) each Common Share outstanding immediately
after such event shall have issued with respect to it that number of Rights which each Common Share outstanding immediately prior
to such event had issued with respect to it. The adjustments provided for in this Section 12(n) shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.
 






    	 	17	 



     

    

SECTION 13.
CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES. Whenever an adjustment is made as provided in Section 12
hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts
accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred
Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with
Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustments or
statements therein contained and shall not be deemed to have knowledge of any such adjustment or event unless and until it shall
have received such certificate.
 


SECTION 14.
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. In lieu
of such fractional Rights, such number of Rights or Right Certificates shall be rounded to the nearest whole number and thereafter
such whole number of Rights or Right Certificates, as applicable, shall be issued or distributed.
 


(b)      The Company
shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of 1/10,000th of
a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other
than fractions which are integral multiples of 1/10,000th of a Preferred Share). Fractions of Preferred Shares in integral multiples
of 1/10,000th of a Preferred Share 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 such agreement shall provide that the holders of
such depositary receipts shall have all the rights, privileges, and preferences to which they are entitled as beneficial owners
of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples
of 1/10,000th of a Preferred Share, the Company shall round the Preferred Shares to the nearest 1/10,000th of a Preferred Share.
 


(c)      In the event
the Rights become exercisable for Common Shares in accordance with Section 12(a)(ii) hereof or in the event of an exchange in accordance
with Section 24 hereof, the Company shall not be required to issue fractions of Common Shares upon exercise or exchange of the
Rights or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, the Company
shall round the number of shares of Common Shares to the nearest whole number of shares.
 


(d)      The holder
of a Right by the acceptance of the Right expressly waives such person’s right to receive any fractional Rights or any fractional
shares upon exercise of a Right (except as provided above).
 


SECTION 15.
RIGHTS OF ACTION. All rights of action in respect of this Plan, excepting the rights of action given to the Rights Agent
hereunder, including Section 18 hereof, are vested in the respective registered holders of the Right Certificates (and, prior
to the Distribution Date, the registered holders of the Common Shares); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right
Certificate (or, prior to the Distribution Date, of the Common Shares), may, in such Person’s own behalf and for such Person’s
own benefit, enforce, and may institute and maintain any suit, action, or proceeding against the Company to enforce, or otherwise
act in respect of, such Person’s right to exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Plan. 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 Plan
and 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 Plan.
 






    	 	18	 



     

    

SECTION 16.
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 be transferable only in connection with the transfer of the Common Shares;
 


(b)      after the
Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the
office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer;
 


(c)      the Company
and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Date, the
associated Common Share) is registered as the absolute owner of such certificate and of the Rights evidenced thereby (notwithstanding
any notations of ownership or writing on the Right Certificates or the associated Common Shares certificate made by anyone other
than the Company or the Rights Agent) 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 Plan to the contrary, neither the Company 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 Plan by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory
or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental
authority prohibiting or otherwise restraining performance of such obligation; provided that the Company must use its reasonable
best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as reasonably practicable.
 


SECTION 17.
RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends, or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which
may at any time be issuable on the exercise of the Rights represented thereby, 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 shareholder of the
Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders
(except as provided in Section 25 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.
 






    	 	19	 



     

    

SECTION 18.
CONCERNING THE RIGHTS AGENT.
 


(a)      The Company
agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses and attorney’s fees and other disbursements incurred in the administration
and execution of this Plan and the exercise and performance of its duties hereunder. The Company shall indemnify the Rights Agent
for, and hold it harmless against, any loss, liability, claim or expense (“Loss”) arising out of or in connection with
its duties under this Plan, including the costs and expenses of defending itself against any Loss, unless such Loss shall have
been determined by a court of competent jurisdiction to be a result of the Rights Agent’s gross negligence or intentional
misconduct.
 


(b)      The Rights
Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection
with, its administration of this Plan in reliance upon any Right Certificate or certificate for the Common Shares or for 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 believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20
hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof
under this Plan, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection
therewith, unless and until it has received such notice in writing.
 


(c)      The provisions
of this Section 18 and Section 20 hereof shall survive the termination or expiration of this Plan, the exercise or expiration
of the Rights and the resignation, replacement or removal of the Rights Agent.
 


SECTION 19.
MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT. 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 stock transfer or corporate trust
business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Plan 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 21 hereof. If at the time such successor
Rights Agent shall succeed to the agency created by this Plan 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 if 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 Plan.
 






    	 	20	 



     

    

If 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 Right Certificates so countersigned;
and if at the time any of the Right Certificates shall not have 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 Plan.
 


SECTION 20.
DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the duties and obligations imposed by this Plan 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 opinion or advice of such counsel shall
be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and
in accordance with such opinion.
 


(b)      Whenever
in the performance of its duties under this Plan the Rights Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by the Chief Executive Officer or President, any of the Executive Vice Presidents, or the Treasurer of the Company, in the
manner specified in Section 6 hereof, and delivered to the Rights Agent; and such certificate shall be full authorization
to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan in reliance upon such
certificate.
 


(c)      The Rights
Agent shall be liable hereunder to the Company and any other Person only for its own gross negligence or intentional misconduct
(which gross negligence or intentional misconduct must be determined by a final, non-appealable order, judgment, decree or ruling
of a court of competent jurisdiction). Notwithstanding anything in this Plan to the contrary, in no event will the Rights Agent
be liable for special, indirect or consequential loss or damages 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 damages and regardless of the form of action. Any liability
of the Rights Agent will be limited to the amount of fees paid by the Company hereunder.
 


(d)      The Rights
Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Plan 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 be liable or under any responsibility in respect of the validity of this Plan 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 thereof); nor shall it be liable or responsible for any breach by the Company of any covenant or condition
contained in this Plan or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights
(including the Rights becoming void pursuant to Section 8(e) hereof) or any adjustment in the terms of the Rights (including
the manner, method or amount thereof) provided for in Sections 4, 12, 23, or 24 hereof, or the ascertaining of the existence of
facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Right Certificates
after actual notice that such change or adjustment is required); nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Preferred or Common Shares to be issued pursuant to this Plan or any
Right Certificate or as to whether any Preferred or Common Shares will, when issued, be validly authorized and issued, fully-paid
and nonassessable.
 






    	 	21	 



     

    

(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 Plan.
 


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


(h)      The Rights
Agent and any shareholder, 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 Plan.
Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or any other legal entity.
 


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


SECTION 21.
CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under
this Plan upon 30 days notice in writing mailed to the Company in accordance with Section 26 and, to the extent the Rights Agent
or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Shares or Preferred
Shares by trackable mail. In the event the 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 Plan as of the effective
date of such termination, and the Company shall be responsible for sending any required notice. The Company may, in its sole discretion,
remove the Rights Agent or any successor Rights Agent upon 30 days notice in writing, mailed to the Rights Agent or successor Rights
Agent in accordance with Section 26, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by
registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent shall resign
or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the
Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a 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 the appointment of a new Rights
Agent. 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. The predecessor Rights Agent shall, upon the direction
of the Company, deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, subject to applicable
law and the Rights Agent’s records management policy and execute and deliver any further assurance, conveyance, act or deed
reasonably necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and after a Distribution
Date, mail a notice thereof in writing to the registered holders of the Right Certificates by first class mail. Failure to give
any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
 






    	 	22	 



     

    

SECTION 22.
ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of the provisions of this Plan 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 or other securities or property
purchasable under the Right Certificates made in accordance with the provisions of this Plan.
 


SECTION 23.
REDEMPTION.
 


(a)      The Rights
may be redeemed by action of the Board pursuant to paragraph (b) of this Section 23 and shall not be redeemed in any other
manner.
 


(b)      The Board
may, at its option, at any time prior to the Shares Acquisition Date, redeem all but not less than all the then outstanding Rights
at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend, or similar transaction
occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The
redemption of the Rights by the Board may be made effective at such time on such basis and with such conditions as the Board in
its sole discretion may establish.
 


(c)      Immediately
upon the action of the Board ordering the redemption of the Rights pursuant to paragraph (b) of this Section 23 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. The Company shall promptly give public notice of any such redemption
(with prompt written notice to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice
shall not affect the validity of such redemption. Within ten (10) days after such action of the Board ordering the redemption of
the Rights pursuant to paragraph (b), the Company shall mail a notice of redemption to all the holders of the then outstanding
Rights at their last addresses as they appear 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 Shares. 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. Neither the Company nor any of its Affiliates may redeem, acquire or purchase for
value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24
hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.
 






    	 	23	 



     

    

SECTION 24.
EXCHANGE.
 


(a)      The Board
may, at its option, at any time after a Shares Acquisition 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 8(e) hereof) for Common
Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend, or
similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”);
provided, however, that in connection with any exchange effected pursuant to this Section 24, no holder of Rights shall be
entitled to receive Common Shares (or other shares of capital stock of the Company) that would result in such holder, together
with such holder’s Affiliates, becoming the Beneficial Owner of more than 4.99% of the then-outstanding Common Shares. If a holder
would, but for the previous sentence, be entitled to receive a number of shares that would otherwise result in such holder, together
with such holder’s Affiliates, becoming the Beneficial Owner of in excess of 4.99% of the then-outstanding Common Shares (such
shares, the “Excess Exchange Shares”), in lieu of receiving such Excess Exchange Shares and to the extent permitted by
law or orders applicable to the Company, such holder will be entitled to receive an amount in cash equal to current per share market
price of a Common Share at the Close of Business on the Trading Day following the date the Board effects the forgoing exchange
multiplied by the number of Excess Exchange Shares that would otherwise have been issuable to such holder. The exchange of the
Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion
may establish. Promptly after the action of the Board electing to exchange the Rights, the Company shall give notice thereof (specifying
the steps to be taken to receive Common Shares in exchange for Rights) to the Rights Agent and the holders of the Rights (other
than Rights that have become null and void pursuant to Section 8(e) hereof) outstanding immediately prior thereto by mailing
such notice in accordance with Section 26 hereof. Before effecting an exchange pursuant to this Section 24, the Board
may direct the Company to 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 or some (as designated by the Board) of the Common Shares (or other securities)
issuable pursuant to the exchange, and all or some (as designated by the Board) holders of Rights entitled to receive shares pursuant
to the exchange shall be entitled to receive such shares (and any dividends paid 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. Prior to effecting an exchange and registering Common Shares (or other such securities) in any Person’s
name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require),
as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial
Owners thereof and their Affiliates (or former Beneficial Owners thereof and their Affiliates) as the Company shall reasonably
request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company
shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 8(e)
hereof and not transferable or exercisable or exchangeable in connection herewith. Any Common Shares or other securities issued
at the direction of the Board in connection herewith shall be validly issued, fully paid and nonassessable Common Shares or of
such other securities (as the case may be), 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. Approval by the Board of this
Plan shall constitute a determination by the Board that such consideration is adequate.
 






    	 	24	 



     

    

Notwithstanding
the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares
for or pursuant to the terms of any such plan), together with all Affiliates of such Person, becomes the Beneficial Owner of 50%
or more of the Common Shares then outstanding.
 


(b)      Immediately
upon the effective date of the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24
and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of Common Shares 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 promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent on the effective date of said action of the Board ordering
the exchange of Rights. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares 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 void pursuant to the provisions of Section 8(e)
hereof) held by each holder of Rights.
 


(c)      In the event
that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of
Rights as contemplated in accordance with subsection (a) of this Section 24, the Company may substitute, for each Common Share
that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current
per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price
of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof.
 






    	 	25	 



     

    

(d)      The Company
shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares
(or, if uncertificated, register fractional Common Shares on its stock transfer books). In lieu of such fractional Common Shares,
the Company shall round the number of Common Shares to the nearest whole number of Common Shares.
 


SECTION 25.
NOTICE OF CERTAIN EVENTS.
 


(a)      If the Company
shall propose, at any time after the Distribution Date and prior to the Expiration Date, (i) to pay any dividend payable in stock
of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other
than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for
or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights, or options, (iii)
to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding
Preferred Shares), (iv) to effect any consolidation or merger into or 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
or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution
or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect
a subdivision, combination, or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends
in Common Shares) then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution
of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution
or winding up is to take place and the date of participation therein by the holders of the Preferred Shares or Common Shares, as
the case may be, 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 ten (10) days prior to the record date for determining holders of the Preferred Shares or Common Shares,
as the case may be, for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the
date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares or Common
Shares, as the case may be.
 


(b)      In case any
of the events set forth in Section 12 hereof shall occur, then the Company shall as soon as practicable thereafter give to
each holder of a Right Certificate and to the Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence
of such events which notice shall describe such event and the consequences of such event to holders of Rights under Section 12
hereof.
 


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


Entegra Financial Corp.


14 One Center Court


Franklin, North Carolina 28734


Attention:
Chief Executive Officer


 






    	 	26	 



     

    

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


Computershare Trust Company, N.A.


250 Royall Street


Canton, MA 02021


Attention: Client Services
 


Notices or demands authorized by this
Plan to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given
or made if sent by first-class mail, postage-prepaid, addressed to such holder at the address of such holder as shown on the registry
books of the Company (or the Rights Agent on and after the Distribution Date).
 


SECTION
27. SUPPLEMENTS AND AMENDMENTS. The Company may from time to time supplement or amend this Plan without the approval
of any holders of Right Certificates (or, prior to the Distribution Date, the Common Shares) to make any provision with respect
to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing
signed by the Company and the Rights Agent whether or not it would adversely affect the holders of Right Certificates; provided,
however, that from and after the Shares Acquisition Date, this Plan shall not be amended in any manner which would adversely affect
the interests of the holders of Rights. Notwithstanding the foregoing, the Company may at any time prior to the Shares Acquisition
Date amend this Plan to lower the thresholds set forth in Section 1(y) hereof. 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 27, the Rights Agent shall execute such supplement or amendment; provided, however,
that 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, or obligations under this Plan.
 


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


SECTION 29. DETERMINATION
AND ACTIONS BY THE BOARD, ETC. The Board shall have the exclusive power and authority to administer this Plan 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 Plan, including the right and power to (i) interpret the provisions of this Plan and (ii) make all determinations deemed
necessary or advisable for the administration of this Plan (including a determination to redeem or exchange or not to redeem or
exchange the Rights or to amend the Plan). All such actions, calculations, interpretations and determinations which are done or
made by the Board in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights
and all other parties.
 






    	 	27	 



     

    

SECTION 30.
BENEFITS OF THIS PLAN. Nothing in this Plan shall be construed to give to any person or corporation other than the Company,
the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares)
any legal or equitable right, remedy, or claim under this Plan; but this Plan 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 Common
Shares).
 


SECTION
31. SEVERABILITY. If any term, provision, covenant, or restriction of this Plan 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 Plan shall remain in full force and effect and shall in no way be affected, impaired, or invalidated; provided, however, that
if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations
of the Rights Agent, the Rights Agent shall be entitled to resign immediately. However, in the event that any such provision, covenant,
or restriction of this Plan, or any portion thereof, shall be declared unenforceable because of its scope, breadth, or duration,
then it shall be modified to the scope, breadth, or duration permitted by law and shall continue to be fully enforceable in such
jurisdiction as so modified.
 


SECTION 32.
GOVERNING LAW. This Plan and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws
of the State of North Carolina 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, without regard to any conflicts of laws principles
thereof; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed
by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely
within such State.
 


SECTION 33.
COUNTERPARTS. This Plan may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. A signature to
this Plan executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
 


SECTION 34.
DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections of this Plan are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions hereof.
 


SECTION 35.
FORCE MAJEURE. Notwithstanding anything to the contrary contained herein, the Rights Agent
shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, 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.
 






    	 	28	 



     

    

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


	 	ENTEGRA FINANCIAL CORP.
	 	 	 	 
	 	By:	 	 
	 	 	Roger D. Plemens	 
	 	 	President and Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 






    	 	29	 



     

    

EXHIBIT A
 


CERTIFICATE OF DESIGNATION OF PREFERENCES,



LIMITATIONS AND RELATIVE RIGHTS

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of 


ENTEGRA FINANCIAL CORP.


 
 


SECTION 1.
DESIGNATION AND AMOUNT. The shares of such series shall be designated as “Junior Participating Preferred Stock, Series
A” (the “Series A Preferred Stock”), and the number of shares constituting the Series A Preferred Stock shall
be 5,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A 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 that are convertible into Series A Preferred Stock.
 


SECTION 2.
DIVIDENDS AND DISTRIBUTIONS.
 


(A)      Subject to
the rights of the holders of any shares of any series of Preferred Stock (or any similar capital stock) ranking prior and superior
to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to
the holders of Common Stock of the Corporation, and of any other junior stock, shall be entitled to receive, when, as, and if declared
by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business
day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend
Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for
adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common
Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall
at any time after November 27, 2015 (the “Rights Declaration Date”) declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) 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 A Preferred Stock were entitled immediately prior to such event under clause (b) of
the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which 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.
 






    	 	Exhibit A-1	 



     

    

(B)      The Board
of Directors shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately
after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)); 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 A Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.
 


(C)      Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
immediately prior to the date of issue of such shares, unless the date of issue of such shares is on or before the record date
for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A 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 A 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.
 


SECTION 3.
VOTING RIGHTS. In addition to any other voting rights required by law, the holders of shares of Series A Preferred Stock
shall have the following voting rights:
 


(A)      Subject to
the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to
10,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any
time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect
a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) 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 A 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.
 


(B)      Except as
otherwise provided herein, in any other Articles of Amendment creating a series of Preferred Stock or any similar capital stock,
or by law, the holders of shares of Series A 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 shareholders
of the Corporation.
 






    	 	Exhibit A-2	 



     

    

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


SECTION 4.
CERTAIN RESTRICTIONS.
 


(A)      Whenever
quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series
A 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 of the Corporation) to the Series A Preferred Stock;
 


(ii)       declare
or pay dividends, or make any other distributions, on any shares of stock ranking pari passu (either as to dividends or upon liquidation,
dissolution or winding up of the Corporation) with the Series A Preferred Stock, except dividends paid ratably on the Series A
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 of the Corporation) to the Series A 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
(as to dividends and upon dissolution, liquidation or winding up of the Corporation) to the Series A Preferred Stock; or
 


(iv)      redeem or
purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking pari passu
with the Series A 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.
 


SECTION 5.
REACQUIRED SHARES. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of the Preferred Stock subject
to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation of the Corporation, as amended,
or in any other Articles of Amendment creating a series of Preferred Stock or any similar stock or as otherwise required by law.
 






    	 	Exhibit A-3	 



     

    

SECTION 6.
LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up of the Corporation) to the Series A Preferred Stock unless, prior thereto, the holders of
shares of Series A Preferred Stock shall have received $100 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 A Preferred
Stock shall also be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of shares of such stock ranking junior
to the Series A Preferred Stock, or (B) to the holders of shares of stock ranking pari passu (either as to dividends or upon liquidation,
dissolution or winding up of the Corporation) with the Series A Preferred Stock, except distributions made ratably on the Series
A 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 the Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise) 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 A Preferred Stock were entitled immediately
prior to such event under the proviso in clause (A) 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.
 


SECTION 7.
CONSOLIDATION, MERGER, ETC. In the event the Corporation shall enter into any consolidation, merger, share exchange, combination,
or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any
other property, or any combination of the foregoing, then in any such case each share of Series A Preferred Stock shall at the
same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 10,000 times the aggregate amount of stock, securities, cash or any other property, as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration
Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) 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 exchange or change of
shares of Series A 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.
 






    	 	Exhibit A-4	 



     

    

SECTION 8.
NO REDEMPTION. The shares of Series A Preferred Stock shall not be redeemable.
 


SECTION 9.
RANK. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets,
junior to all series of any other class of the Corporation’s Preferred Stock and shall rank senior to the Common Stock as
to such matters.
 


SECTION 10.
AMENDMENT. The Articles of Incorporation, as amended, of the Corporation shall not be amended in any manner (whether by
merger or otherwise) so as to adversely affect the powers, preferences, or special rights of the Series A Preferred Stock without
the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock, voting separately as a
class.
 


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



 






    	 	Exhibit A-5	 



     

    

EXHIBIT B
 


Form of Right Certificate
 


Certificate No. R-______
 


NOT EXERCISABLE AFTER THE
FINAL EXPIRATION DATE (AS DEFINED IN THE PLAN) OR EARLIER IF REDEMPTION, EXCHANGE OR OTHER EXPIRATION EVENT OCCURS. THE RIGHTS
ARE SUBJECT TO REDEMPTION AND EXCHANGE ON THE TERMS SET FORTH IN THE PLAN. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE PLAN,
RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE THEREOF AND TRANSFEREES THEREOF
WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


 
 


Right Certificate
 


ENTEGRA FINANCIAL CORP.
 


This certifies that
___________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Tax Benefits Preservation Plan, dated as of [●
, 2015] (the “Plan”), between ENTEGRA FINANCIAL CORP., a corporation organized under the laws of the State of North
Carolina (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (the “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 the Expiration Date, at
the office of the Rights Agent, or at the office of its successor as Rights Agent, 1/10,000th of a share of Junior Participating
Preferred Stock, Series A, no par value per share (“Preferred Shares”), of the Company, at a purchase price of $39.18
per 1/10,000th of a Preferred Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of
1/10,000ths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth
above, are the number and Purchase Price as of [● , 2015], based on the Preferred Shares as constituted at such date. As
provided in the Plan, the Purchase Price and the number of 1/10,000ths of a Preferred Share 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.
Capitalized terms used but not defined in this Right Certificate have the meanings assigned to them in the Plan.
 






    	 	Exhibit B-1	 



     

    

If the Rights evidenced
by this Right Certificate are Beneficially Owned by (i) an Acquiring Person or an Affiliate of an Acquiring Person after the date
on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person (or by an Affiliate
of an Acquiring Person) who (A) becomes a transferee after the public announcement relating to a Shares Acquisition Date with respect
to an Acquiring Person who was identified on the Shares Acquisition Date or (B) becomes a transferee with respect to an Acquiring
Person (or an Affiliate thereof) and receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring
Person (or an Affiliate of an Acquiring Person) or (II) pursuant to either (x) a transfer (whether or not for consideration) from
the Acquiring Person (or an Affiliate thereof) to holders of equity interests in such Acquiring Person (or in such Affiliate thereof)
or to any Person with whom the Acquiring Person (or an Affiliate thereof) has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding
which has as a primary purpose or effect the avoidance of the restriction described in this paragraph, then such Rights shall become
null and void without any further action, and no holder of such Rights (other than a transferee not of a type described in clause
(ii)) shall have any rights whatsoever with respect to such Rights, 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 hereby 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 hereunder of the Rights Agent, the Company, and the holders of the Right Certificates.
Copies of the Plan are on file at the principal executive offices of the Company and the above-mentioned offices of the Rights
Agent.
 


This Right Certificate,
with or without other Right Certificates, upon surrender at the office 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 holder to
purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled
to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.
 


Subject to the provisions
of the Plan, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $0.0001 per Right
or (ii) may be exchanged in whole or in part for Preferred Shares or Common Shares.
 


No fractional Preferred
Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples
of 1/10,000th of a Preferred Share and which may, at the election of the Company, be evidenced by depositary receipts), but in
lieu thereof such number of Preferred Shares shall be rounded to a whole number of Preferred Shares, as provided in the Plan.
 


No holder of this
Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares
or of any other securities of the Company which may at any time be issuable on 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 shareholder of the Company
or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings of other actions affecting shareholders (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.
 






    	 	Exhibit B-2	 



     

    

WITNESS the facsimile
signature of the proper officers of the Company and its corporate seal. Dated as of [___].
 


	 	ENTEGRA FINANCIAL CORP.	 
	 	 	 	 
	 	By:	 	 
	 	 	Roger D. Plemens	 
	 	 	President and Chief Executive Officer	 
	 	 	 	 
	 	By:	 	 
	 	Name:  	 	 
	 	Title: 	Secretary/Assistant Secretary	 
	 	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	 	Authorized Signatory	 



 






    	 	Exhibit B-3	 



     

    

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) 
 


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 ENTEGRA FINANCIAL CORP., with full power of substitution.


 
 


	Dated:  	 	 
	 	 	 
	 	 	 
	 	 	 


Signature


 
 


Signature Medallion Guaranteed:
 


Signatures must be guaranteed by a member
firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., or a commercial
bank or trust company having an office or correspondent in the United States. 
 


The undersigned hereby certifies that the
Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate thereof (as defined
in the Plan.) 
 


	 	 
	 	Signature
	 	 
	 	 
	 	By:   	 
	 	 	Authorized Signature


 






    	 	Exhibit B-4	 



     

    

Form of Reverse Side of Right Certificate -
continued


 
 


FORM OF ELECTION TO PURCHASE
 


(To be executed by the registered holder
if such holder desires to transfer the Right Certificate.)
 


To:  ENTEGRA FINANCIAL CORP.
 


The undersigned hereby irrevocably elects
to exercise Rights represented by this Right Certificate to purchase the shares of Preferred Stock issuable upon the exercise of
such Rights and requests that certificates for such shares of Preferred Stock be issued (or registration for such Preferred Shares
be made) 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 balance remaining of such Rights shall be registered
in the name of and delivered to:


 
 


Please insert social security or other identifying
number 


 
 


(Please print name and address)


 
 


Dated:  
 


	 	 
	 	Signature


 






    	 	Exhibit B-5	 



     

    

Signature Guaranteed: 


 
 


Signatures must be guaranteed by a member
firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., or a commercial
bank or trust company having an office or correspondent in the United States.


 
 


The undersigned hereby certifies that the
Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate thereof (as defined
in the Plan.)


 
 


	 	 
	 	Signature


 






    	 	Exhibit B-6	 



     

    

NOTICE 
 


The signature in the foregoing Forms of Assignment
and Election must conform to the name written upon the face of this Right Certificate in every particular, without alteration
or enlargement or any change whatsoever. 
 


In the event the certification set forth
above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, Entegra Financial Corp.
and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person
or an Affiliate thereof (as defined in the Plan) and such Assignment or Election to Purchase will not be honored.
 


	 	ENTEGRA FINANCIAL CORP.
	 	 	 
	 	By:  	 
	 	 	Roger D. Plemens
	 	 	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	 	Authorized Signatory


 






    	 	Exhibit B-7	 



     

    

EXHIBIT C


 
 


ENTEGRA FINANCIAL CORP.
 


TAX BENEFITS PRESERVATION PLAN
 


SUMMARY OF RIGHTS TO PURCHASE PREFERRED
SHARES
 


	Purpose	The purpose of the Tax Benefits Preservation Plan (the “Plan”) described in this summary of terms is to preserve the value of certain deferred tax assets (“Tax Benefits”) of Entegra Financial Corp. (the “Company”) for U.S. federal income tax purposes. 
	Rights; Right Certificates	The Board of Directors of the Company (the “Board”) has declared a dividend of one preferred share purchase right (a “Right”) in respect of each share of common stock of the Company (a “Common Share”) outstanding at the close of business on November 27, 2015 (the “Record Date”) and to become outstanding between the Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are defined below). Each Right represents the right to purchase, upon the terms and subject to the conditions in the Plan, 1/10,000th of a Preferred Share (as defined below).
	 	Prior to the Distribution Date (as defined below), the Rights will be evidenced by, and trade with, the Common Shares and will not be exercisable. After the Distribution Date, the Company would cause Computershare Trust Company, N.A. to mail right certificates to shareholders and the Rights will trade independently of the Common Shares.
	Distribution Date; Separation of Rights	Rights will separate from the Common Shares and become exercisable following the earlier of (i) the close of business on the tenth (10th) business day after a Shares Acquisition Date (as defined below) and (ii) the close of business on the tenth (10th) business day (or such later day as may be designated prior to a Shares Acquisition Date by the Board) after the date of the commencement of a tender or exchange offer by any person if, upon consummation thereof, such person would or could be an Acquiring Person (as defined below) (the “Distribution Date”).



 






    	 	Exhibit C-1	 



     

    

 


	 	“Shares Acquisition Date” means the date of the first public announcement by the Company in a press release expressly referring to the Plan indicating that an Acquiring Person has become such. “Acquiring Person” means any person who or which, together with its affiliates, beneficially owns 4.99% or more of the Common Shares (or any other class of securities of the Company then outstanding that would be treated as “stock” under Section 382 of the Internal Revenue Code of 1986, as amended), other than (i) the U.S. Government; (ii) the Company or any subsidiary or employee benefit plan or compensation arrangement of the Company; (iii) any person or entity who or which, together with its affiliates, was on the Record Date, the beneficial owner of 4.99% or more of the Common Shares, unless that person or entity subsequently increases their beneficial ownership percentage (other than as a result of any stock dividend, stock split or similar transaction or stock repurchase by the Company); (iv) any person or entity who or which the Board determines, in its sole discretion, has inadvertently become a 4.99% or greater shareholder so long as such person or entity promptly divests sufficient shares to no longer be a 4.99% or greater shareholder; (v) any person or entity who or which has become the beneficial owner of 4.99% or more of the Common Shares as a result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increased the proportionate number of shares beneficially owned by that person or entity, provided that the person or entity does not acquire any additional shares other than as a result of any stock dividend, stock split or similar transaction; and (vi) any person or entity who or which has become a 4.99% or greater shareholder if the Company’s Board of Directors in good faith determines that the attainment of such status has not jeopardized or endangered the Company’s utilization of the tax benefits sought to be preserved by the Company.
	Exercise of Rights	On or after the Distribution Date, each Right will initially entitle the holder to purchase, for $39.18 (the “Purchase Price”), 1/10,000th of a share of Junior Participating Preferred Stock, Series A, no par value per share (“Preferred Shares”), of the Company. (The Preferred Shares will be designed so that each 1/10,000th of a share has economic and voting terms similar to those of one Common Share.)



 






    	 	Exhibit C-2	 



     

    

 


	“Flip-In” Trigger	Following the Shares Acquisition Date, (i) Rights owned by the Acquiring Person or its transferees will automatically be void; and (ii) each other Right will automatically become a right to buy, for the Purchase Price, that number of Common Shares having a market value of twice the Purchase Price.
	Exchange	At any time after the Shares Acquisition Date, the Board may, at its option, exchange all or part of the then outstanding and exercisable Rights for Common Shares at an exchange ratio of one Common Share per Right, subject to adjustments and limitations described in the Plan. The Board may enter into a trust agreement pursuant to which the Company would deposit into a trust Common Shares that would be distributable to shareholders (excluding the Acquiring Person) in the event the exchange is implemented. The addition of this feature is intended to facilitate a more orderly distribution of Common Shares in that event.
	Redemption	The Board may, at its option, redeem all, but not fewer than all, of the then outstanding Rights at a redemption price of $0.0001 per Right at any time prior to the Shares Acquisition Date.
	Amendments	
        The Company may from time to time before
        the Shares Acquisition Date supplement or amend the Plan without the approval of any holders of Rights (or, prior to the Distribution
        Date, the holders of Common Shares).
 

        After the Shares Acquisition Date,
the Plan may not be amended in any manner which would adversely affect the interests of the holders of Rights.

	Expiration	The Rights will expire on the earlier of (i) November 15, 2020, (ii) the time at which all Rights are redeemed, (iii) the time at which all Rights are exchanged, (iv) such time as the Board determines, in its sole discretion, that the Rights and the Plan are no longer necessary for the preservation of existence of the Tax Benefits and (v) a date prior to a Shares Acquisition Date on which the Board determines, in its sole discretion, that the Rights and the Plan are no longer in the best interests of the Company and its shareholders.


 






    	 	Exhibit C-3