Exhibit
4.1


 










 



 


LIPOCINE
INC.


 


and


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent


 


SECOND
AMENDED & RESTATED RIGHTS AGREEMENT


 


Dated
as of November 1,
2021


 





 



 




    	 



     


    

 


TABLE
OF CONTENTS


 


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


 




    	 



     


    

 


RIGHTS
AGREEMENT


 


Second
Amended and Restated Rights Agreement, dated as of November 1, 2021 (“Agreement”),
between Lipocine Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC,
as Rights Agent (the “Rights Agent”).


 


WITNESSETH


 


WHEREAS,
pursuant to the approval of the Board of Directors, on November 7, 2015, the Company and the Rights Agent entered into that certain Rights
Agreement specifying the terms of the Rights (as defined herein);


 


WHEREAS,
pursuant to the terms and conditions of the Rights Agreement the Company previously distributed a dividend of one preferred share purchase
right (a “Right”) for each share of Common Stock (as defined herein) outstanding as of the Close of Business (as defined
herein) on November 30, 2015 (the “Record Date”), each Right initially
representing the right to purchase one one-thousandth (subject to adjustment) of a share of Preferred Stock (as defined herein), upon
the terms and subject to the conditions set forth herein;


 


WHEREAS,
the Company and the Rights Agent desire to amend and restate the Rights Agreement in accordance with Section 27 of the Rights Agreement;
and


 


WHEREAS,
the Board of Directors of the Company has authorized and adopted this Agreement by unanimous written consent in lieu of a meeting of
the directors.


 


NOW
THEREFORE, 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 Agreement, the following terms have the meaning indicated:


 


(a)
“Acquiring Person” shall mean any Person (as such term is hereinafter defined) who or which shall be the Beneficial
Owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock then outstanding, but shall not include an Exempt
Person (as such term is hereinafter defined); provided, however, that


 


(i)
if the Board of Directors of the Company determines that a Person who would otherwise be an “Acquiring Person” became
the Beneficial Owner of a number of shares of Common Stock such that the Person would otherwise qualify as an “Acquiring Person”
inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned that number of shares of
Common Stock that would otherwise cause such Person to be an “Acquiring Person” or (B) such Person was aware of the
extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under
this Agreement) and without any intention of obtaining, changing or influencing control of the Company, then such Person shall not be
deemed to be or to have become an “Acquiring Person” for any purposes of this Agreement unless and until such Person
shall have failed to divest itself, as soon as practicable (as determined by the Board of Directors of the Company), of Beneficial Ownership
of a sufficient number of shares of Common Stock so that such Person would no longer otherwise qualify as an “Acquiring Person”;


 




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(ii)
if, as of the date hereof or prior to the first public announcement of the adoption of this Agreement, any Person is or becomes the Beneficial
Owner of 15% or more of the shares of Common Stock outstanding, such Person shall not be deemed to be or to become an “Acquiring
Person” unless and until such time as such Person shall, after the first public announcement of the adoption of this Agreement,
become the Beneficial Owner of additional shares of Common Stock representing 1% or more of the shares of Common Stock then outstanding
(other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split
or subdivision of the outstanding Common Stock), unless, upon becoming the Beneficial Owner of such additional shares of Common Stock,
such Person is not then the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding;


 


(iii)
no Person shall become an “Acquiring Person” solely as a result of any unilateral grant of any security by the Company
or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to
its directors, officers and employees;


 


(iv)
no Person shall become an “Acquiring Person” solely as the result of an acquisition of shares of Common Stock by the
Company which, by reducing the number of shares of Common Stock outstanding, increases the proportion of the shares of Common Stock beneficially
owned by such Person to 15% or more of the Common Stock then outstanding; provided, however, that if a Person shall become
the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding by reason of such share acquisitions by the Company
and shall thereafter become the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution
paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then
such Person shall be deemed to be an “Acquiring Person” unless, upon becoming the Beneficial Owner of such additional
shares of Common Stock, such Person does not beneficially own 15% or more of the shares of Common Stock then outstanding; and


 


(v)
no Person shall become an “Acquiring Person” solely as the result of the acquisition by such Person of Beneficial
Ownership of shares of Common Stock from an individual who, on the later of the date hereof and the first public announcement of this
Agreement, is the Beneficial Owner of 15% or more of the Common Stock then outstanding if such shares of Common Stock are received by
such Person upon such individual’s death pursuant to such individual’s will or pursuant to a charitable trust created by
such individual for estate planning purposes.


 




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With
respect to any Person, for all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any
particular time, including for purposes of determining the particular percentage of the outstanding shares of Common Stock of which any
such Person is the Beneficial Owner, shall include the number of shares of Common Stock not outstanding at the time of such calculation
that such Person is otherwise deemed to beneficially own for purposes of this Agreement, but the number of shares of Common Stock not
outstanding that such Person is otherwise deemed to beneficially own for purposes of this Agreement shall not be included for the purpose
of computing the percentage of the outstanding shares of Common Stock beneficially owned by any other Person (unless such other Person
is also deemed to beneficially own for purposes of this Agreement such shares of Common Stock not outstanding).


 


(b)
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Exchange Act (as such term is hereinafter defined).


 


(c)
A Person shall be deemed the “Beneficial Owner” of, shall be deemed to have “Beneficial Ownership” of
and shall be deemed to “beneficially own” any securities:


 


(i)
which such Person or any of such Person’s Affiliates or Associates is deemed to beneficially own, directly or indirectly, within
the meaning of Rule l3d-3 of the General Rules and Regulations under the Exchange Act;


 


(ii)
which such Person or any of such Person’s Affiliates or Associates has: (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time or upon the satisfaction of conditions) pursuant to any agreement, arrangement or understanding
(other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering
of securities), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (w) securities tendered
pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until
such tendered securities are accepted for purchase, (x) securities which such Person has a right to acquire upon the exercise of Rights
at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise of Rights from and
after the time that any Person becomes an Acquiring Person if such Rights were acquired by such first Person or any of such first Person’s
Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (“Original Rights”)
or pursuant to Section 11(i) or Section 11(n) with respect to an adjustment to Original Rights, or (z) securities which such Person or
any of such Person’s Affiliates or Associates may acquire, does or do acquire or may be deemed to have the right to acquire, pursuant
to any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s Affiliates or
Associates) if such agreement has been approved by the Board of Directors of the Company prior to such Person’s becoming an Acquiring
Person; or (B) the right to vote pursuant to any agreement, arrangement or understanding (whether or not in writing); provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security by reason of such agreement,
arrangement or understanding if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable
proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report); or


 




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(iii)
which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate of such other Person) and with
respect to which such first Person or any of such first Person’s Affiliates or Associates has (x) any agreement, arrangement or
understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with
respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated
by the proviso to Section 1(c)(ii)(B)) or disposing of such securities or (y) any agreement, arrangement or understanding (whether or
not in writing) to cooperate in obtaining, changing or influencing control of the issuer of such securities.


 


provided,
however, that no Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of such
Person’s status or authority as such, to be the “Beneficial Owner” of, to have “Beneficial Ownership”
of or to “beneficially own” any securities that are “beneficially owned” (as defined in this Section
l(c)), including, without limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee
of an Exempt Person.


 


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


 


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


 


(f)
“Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of the Company, as
filed with the Secretary of State of the State of Delaware on July 24, 2013, as the same may be amended and restated from time to time.


 


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


 




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(h)
“Common Stock” when used with reference to the Company or without reference shall mean the Common Stock, presently
par value $0.0001 per share of the Company. “Common Stock” when used with reference to any Person other than the Company
shall mean the common stock (or, in the case of any entity other than a corporation, the equivalent equity interest) with the greatest
voting power of such other Person or, if such other Person is a Subsidiary (as such term is hereinafter defined) of another Person, the
Person or Persons which ultimately control such first-mentioned Person.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(s)
“NASDAQ” shall mean The NASDAQ Stock Market LLC.


 




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(t)
“New York Stock Exchange” shall mean the New York Stock Exchange, Inc.


 


(u)
“Person” shall mean any individual, firm, corporation, partnership, limited liability company, trust or other entity,
and shall include any successor (by merger or otherwise) to such entity.


 


(v)
“Preferred Stock” shall mean the Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the
Company having the rights and preferences set forth in the Certificate of Designation filed on November 30, 2015, with the Secretary
of State of Delaware, a copy of which is attached hereto as Exhibit A;


 


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


 


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


 


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


 


(z)
“Redemption Date” shall have the meaning set forth in Section 7 hereof.


 


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


 


(bb)
“Right” shall have the meaning set forth in the recitals hereto.


 


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


 


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


 


(ee)
“Section 11(a)(ii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


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


 


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


 




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


 


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


 


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


 


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


 


(ll)
“Trust” shall have the meaning set forth in Section 24(a) hereof.


 


(mm)
“Trust Agreement” shall have the meaning set forth in Section 24(a) hereof.


 


Section
2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date be the holders of Common Stock) in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint
such co-Rights Agents as it may deem necessary or desirable (the term “Rights Agent” being used herein to refer, collectively,
to the Rights Agent together with any such co-Rights Agents). In the event the Company appoints one or more co-Rights Agents, the respective
duties of the Rights Agent and any co-Rights Agents shall be as the Company shall determine; provided, however, that the Rights Agent
shall have no duty to supervise, and will in no event be liable for the acts or omissions of, any co-Rights Agent.


 


Section
3. Issue of Right Certificates.


 


(a)
Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date or (ii) the tenth Business
Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes
an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement
of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would
result in any Person (other than an Exempt Person) having beneficial ownership or becoming the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the “Distribution Date”,
provided, however, that the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced
(subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the Common Stock registered in the names
of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the
Rights will be transferable only in connection with the transfer of Common Stock. 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, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the Close
of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of
the Distribution Date, the Rights will be evidenced solely by such Right Certificates.


 




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(b)
On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred
Stock, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail,
to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate
or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates
representing Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the
Rights will be evidenced by such certificates registered in the names of the holders thereof (or such Book Entry shares) together with
the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate
representing Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary
of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.


 


(c)
Rights shall, without any further action, be issued in respect of all shares of Common Stock issued or disposed of by the Company after
the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section
22 hereof, after the Distribution Date. Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution
Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed
on, printed on, written on or otherwise affixed to them the following legend:


 


This
certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Lipocine Inc.
(the “Company”) and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of November 1, 2021
and as amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth
in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate.
The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or
becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no
longer be transferable.


 




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


 


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


 


Section
4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed
on the reverse thereof) shall be substantially in the form set forth 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 and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time
be listed or quoted, or to conform to usage. Subject to the provisions of this Agreement, each Right Certificate shall entitle the holder
thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the Purchase Price,
but the number of such one one-thousandths of a share of Preferred Stock and the Purchase Price shall be subject to adjustment as provided
herein.


 




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Section
5. Countersignature and Registration.


 


(a)
The Right Certificates shall be executed on behalf of the Company by the President, the Chief Executive Officer, the Chief Financial
Officer, the Treasurer or the Secretary of the Company, 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 of the Company, either manually or by facsimile signature. The Right
Certificates shall be manually or by facsimile countersigned by the Rights Agent 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 Agreement any such Person was not such an officer.


 


(b)
Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an office or agency designated for such purpose,
books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date
of each of the Right Certificates.


 


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


 


(a)
Subject to the provisions of this Agreement, 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 void pursuant to Section 11(a)(ii) 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 one one-thousandths of a share of Preferred Stock
as the Right Certificate or 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
or agency of the Rights Agent designated for such purpose. Thereupon the Rights Agent shall 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.


 




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(b)
Subject to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by
the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s
request, 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 make and deliver a new Right Certificate of like tenor
to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.


 


(c)
Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights
in addition to or in place of Rights evidenced by Right Certificates, to the extent permitted by applicable law.


 


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


 


(a)
Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder
of any Right Certificate (other than Right Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof
or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided
herein, exercise the Rights evidenced thereby in whole or in part upon surrender of the Right Certificate, with the form of election
to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for
such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths of a share
of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at any time
which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i)
the Close of Business on November 1, 2024 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction
involving the Company pursuant to an agreement of the type described in Sections 1(c)(ii)(A)(z) and 13(f) at which time the Rights are
terminated, or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof.


 


(b)
The Purchase Price shall be initially $63.96 for each one one-thousandth of a share of Preferred Stock purchasable upon the exercise
of a Right. The Purchase Price and the number of one one-thousandths of a share of Preferred Stock or other securities or property to
be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall
be payable in lawful money of the United States of America in accordance with paragraph (c) of this Section 7.


 




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(c)
Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to
purchase duly executed, accompanied by payment of the aggregate Purchase Price for the shares of Preferred Stock (or other securities,
cash or other assets, as the case may be) 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 9 hereof, in cash or by certified check, cashier’s check or money order
payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred
Stock, or make available if the Rights Agent is the transfer agent for the Preferred Stock, certificates for the number of shares of
Preferred Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or
(B) requisition from a depositary agent appointed by the Company depositary receipts representing interests in such number of one one-thousandths
of a share of Preferred Stock as are to be purchased (in which case certificates for the Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs any such depositary agent to comply
with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional
shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same
to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated
by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of
such Right Certificate.


 


(d)
Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all of the Rights
evidenced thereby, a new Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of
Section 14 hereof.


 


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


 


Section
8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be
issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired
by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Right Certificates to the Company,
or shall, at the written request of the Company, destroy such canceled Right Certificates, and in such case shall deliver a certificate
of destruction thereof to the Company.


 




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Section
9. Availability of Shares of Preferred Stock.


 


(a)
The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred
Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit
the exercise in full of all outstanding Rights.


 


(b)
So long as the shares of Preferred Stock issuable upon the exercise of Rights may be listed or admitted to trading 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 shares reserved
for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise.


 


(c)
From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance
of shares of Preferred Stock upon the exercise of Rights, to register and qualify such shares of Preferred Stock under the Securities
Act and any applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), cause
such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and
qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date
as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for
a period of time not to exceed 120 days, the exercisability of the Rights in order to prepare and file a registration statement under
the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension
is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction
unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities
Act shall have been declared effective, unless an exemption therefrom is available.


 


(d)
The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (or
other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject
to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares.


 




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(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 shares of Preferred Stock (or other securities
of the Company) 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 depositary
receipts for the Preferred Stock (or other securities of the Company) in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Stock
(or other securities of the Company) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable
by that 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
10. Preferred Stock Record Date. Each Person in whose name any certificate for Preferred Stock is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (or other securities of
the Company) 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 Stock 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 Stock 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 Stock for which the Rights shall be exercisable,
including, without limitation, the right to vote or to receive dividends or other distributions, and shall not be entitled to receive
any notice of any proceedings of the Company, except as provided herein.


 


Section
11. Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights. The Purchase Price, the number of shares of
Preferred Stock or other securities or property purchasable upon exercise of each Right and the number of Rights outstanding are subject
to adjustment from time to time as provided in this Section 11.


 


(a)
(i) In the event the Company shall at any time after the date of this Agreement (A) declare and pay a dividend on the Preferred Stock
payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into
a smaller number of shares of Preferred Stock or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a), the number and kind of shares of capital stock issuable upon exercise
of a Right as of the record date for such dividend or the effective date of such subdivision, combination or reclassification 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
Stock transfer books of the Company were open, the holder would have owned upon such exercise and been entitled to receive by virtue
of such dividend, subdivision, combination or reclassification.


 


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


 




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


 




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(b)
In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling
them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or shares having
the same rights, privileges and preferences as the Preferred Stock (“Equivalent Preferred Shares”)) or securities
convertible into Preferred Stock or Equivalent Preferred Shares at a price per share of Preferred Stock or Equivalent Preferred Shares
(or having a conversion price per share, if a security convertible into shares of Preferred Stock or Equivalent Preferred Shares) less
than the then current per share market price of the Preferred Stock (determined pursuant to Section 11(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 shares of Preferred Stock and Equivalent Preferred
Shares outstanding on such record date plus the number of shares of Preferred Stock and Equivalent Preferred Shares which the aggregate
offering price of the total number of shares of Preferred Stock and/or Equivalent 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 shares of Preferred Stock and Equivalent Preferred Shares outstanding on such record date plus the number
of additional shares of Preferred Stock and/or Equivalent 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 consideration part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined by the Board of Directors of the Company, whose determination shall
be described in a statement filed with the Rights Agent. Shares of Preferred Stock and Equivalent 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.


 




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(c)
In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences
of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Stock) or subscription rights
or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall
be the then current per share market price of the Preferred Stock (determined pursuant to Section 11(d) hereof) on such record date,
less the fair market value (as determined by the Board of Directors of the Company 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 share of Preferred Stock, and the denominator of which shall be such current per share market price (determined
pursuant to Section 11(d) hereof) of the Preferred Stock; 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.


 


(d)
(i) Except as otherwise provided herein, for the purpose of any computation hereunder, the “current per share market price”
of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average
of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) 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 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 day shall
be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported by the principal consolidated transaction reporting system with respect to securities listed
or admitted to trading on the New York Stock Exchange or NASDAQ or, if the Security is not listed or admitted to trading on the New York
Stock Exchange or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed on
a national securities exchange, the last quoted price or, if not so quoted, the average of the high and low asked prices in the over-the-counter
market as reported by any system then in use, or, if not so quoted, 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 of Directors of the Company. The term “Trading
Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading
is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange,
a Business Day.


 




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(ii)
For the purpose of any computation hereunder, if the Preferred Stock is publicly traded, the “current per share market price”
of the Preferred Stock shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Stock is not
publicly traded but the Common Stock is publicly traded, the “current per share market price” of the Preferred Stock
shall be conclusively deemed to be the current per share market price of the Common Stock as determined pursuant to Section 11(d)(i)
multiplied by the then applicable Adjustment Number (as defined in and determined in accordance with the Certificate of Designation for
the Preferred Stock). If neither the Common Stock nor the Preferred Stock is publicly traded, “current per share market price”
shall mean the fair value per share as determined by the Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent.


 


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


 


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


 


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


 




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


 


(i)
The Company may elect on or after the date of any adjustment of the Purchase Price pursuant to Sections 11(b) or 11(c) hereof to adjust
the number of Rights, in substitution for any adjustment in the number of one one-thousandths of a share of Preferred Stock purchasable
upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the
number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each
Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one-hundredth)
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. Such 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 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment
of the number of Rights pursuant to this Section 11(i), the Company may, 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 holders shall
be entitled after such adjustment. Right Certificates to be so 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.


 


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


 




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(k)
Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, of the fraction
of Preferred Stock or other shares of capital stock issuable upon exercise of a Right, 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
shares of Preferred Stock or other such shares at such adjusted Purchase Price.


 


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


 


(m)
Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such adjustments in the Purchase Price,
in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine
to be advisable in order that any consolidation or subdivision of the Preferred Stock, issuance wholly for cash of any shares of Preferred
Stock at less than the current market price, issuance wholly for cash of Preferred Stock or securities which by their terms are convertible
into or exchangeable for Preferred Stock, dividends on Preferred Stock payable in shares of Preferred Stock or issuance of rights, options
or warrants referred to hereinabove in Section 11(b), hereafter made by the Company to holders of its Preferred Stock shall not be taxable
to such stockholders.


 


(n)
Anything in this Agreement to the contrary notwithstanding, in the event that at any time after the date of this Agreement and prior
to the Distribution Date, the Company shall (i) declare and pay any dividend on the Common Stock payable in Common Stock, or (ii) effect
a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of a dividend payable
in Common Stock) into a greater or lesser number of shares of Common Stock, then, in each such case, the number of Rights associated
with each share of Common Stock then outstanding, or issued or delivered thereafter, shall be proportionately adjusted so that the number
of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying
the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the numerator of which
shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator
of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event.


 




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


 


Section
12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13
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 Stock and the Preferred Stock 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 (if
so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or
give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The
Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed
to have knowledge of any such adjustment unless and until it shall have received such certificate.


 


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


 


(a)
In the event, directly or indirectly, at any time after the Flip-In Event (i) the Company shall consolidate with or shall merge into
any other Person, (ii) any Person shall merge with and into the Company and the Company shall be the continuing or surviving corporation
of such merger and, in connection with such merger, all or part of the Common Stock shall be changed into or exchanged for stock or other
securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating
50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the
Company or one or more wholly-owned Subsidiaries of the Company), then upon the first occurrence of such event, proper provision shall
be made so that: (A) each holder of a Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof) shall thereafter
have the right to receive, upon the exercise thereof at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii)
hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such
number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party
(as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall
equal the result obtained by dividing the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) by 50%
of the current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the
date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore
adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable
upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any
events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer;
(B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer,
all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter
be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation
of a sufficient number of its shares of Common Stock in accordance with Section 9 hereof) in connection with such consummation of any
such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent
occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party,
each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided
in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had
such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant
to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock)
as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights,
warrants and other property.


 




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(b)
“Principal Party” shall mean:


 


(i)
in the case of any transaction described in (i) or (ii) of the first sentence of Section 13(a) hereof: (A) the Person that is the issuer
of the securities into which the shares of Common Stock are converted in such merger or consolidation, or, if there is more than one
such issuer, the issuer of the shares of Common Stock of which have the greatest aggregate market value of shares outstanding, or (B)
if no securities are so issued, (x) the Person that is the other party to the merger, if such Person survives said merger, or, if there
is more than one such Person, the Person the shares of Common Stock of which have the greatest aggregate market value of shares outstanding
or (y) if the Person that is the other party to the merger does not survive the merger, the Person that does survive the merger (including
the Company if it survives) or (z) the Person resulting from the consolidation; and


 


(ii)
in the case of any transaction described in (iii) of the first sentence of Section 13(a) hereof, the Person that is the party receiving
the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions, or, if each Person that
is a party to such transaction or transactions receives the same portion of the assets or earning power so transferred or if the Person
receiving the greatest portion of the assets or earning power cannot be determined, whichever of such Persons is the issuer of Common
Stock having the greatest aggregate market value of shares outstanding;


 


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


 




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(c)
The Company shall not consummate any consolidation, merger, sale or transfer referred to in Section 13(a) hereof unless prior thereto
the Company and the Principal Party involved therein shall have executed and delivered to the Rights Agent an agreement confirming that
the requirements of Sections 13(a) and (b) hereof shall promptly be performed in accordance with their terms and that such consolidation,
merger, sale or transfer of assets shall not result in a default by the Principal Party under this Agreement as the same shall have been
assumed by the Principal Party pursuant to Sections 13(a) and (b) hereof and providing that, as soon as practicable after executing such
agreement pursuant to this Section 13, the Principal Party will:


 


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


 


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


 


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


 




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


 


(d)
In case the Principal Party has a provision in any of its authorized securities or in its certificate of incorporation or by-laws or
other instrument governing its affairs, which provision would have the effect of (i) causing such Principal Party to issue (other than
to holders of Rights pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a transaction referred
to in this Section 13, shares of Common Stock or Common Stock Equivalents of such Principal Party at less than the then current market
price per share thereof (determined pursuant to Section 11(d) hereof) or securities exercisable for, or convertible into, Common Stock
or Common Stock Equivalents of such Principal Party at less than such then current market price, or (ii) providing for any special payment,
tax or similar provision in connection with the issuance of the Common Stock of such Principal Party pursuant to the provisions of Section
13, then, in such event, the Company hereby agrees with each holder of Rights that it shall not consummate any such transaction unless
prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing
that the provision in question of such Principal Party shall have been canceled, waived or amended, or that the authorized securities
shall be redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the consummation
of the proposed transaction.


 


(e)
The Company covenants and agrees that it shall not, at any time after the Flip-In Event, enter into any transaction of the type described
in clauses (i) through (iii) of Section 13(a) hereof if (i) at the time of or immediately after such consolidation, merger, sale, transfer
or other transaction there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights, (ii) prior to, simultaneously with
or immediately after such consolidation, merger, sale, transfer or other transaction, the stockholders of the Person who constitutes,
or would constitute, the Principal Party for purposes of Section 13(b) hereof shall have received a distribution of Rights previously
owned by such Person or any of its Affiliates or Associates or (iii) the form or nature of organization of the Principal Party would
preclude or limit the exercisability of the Rights.


 


(f)
Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving the
Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s
Affiliates or Associates) which agreement has been approved by the Board of Directors prior to any Person becoming an Acquiring Person,
this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7(a).


 




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Section
14. Fractional Rights and Fractional Shares.


 


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


 


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


 




    	25



     


    

 


(c)
The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the Company shall
pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be
issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For purposes of this
Section 14(c), the current market value of one share of Common Stock for which a Right is exercisable shall be deemed to be the closing
price of one share of Common Stock (as determined in accordance with Section 11(d)(i) hereof), for the Trading Day immediately prior
to the date of such exercise.


 


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


 


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


 


Section
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 Stock;


 


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


 




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(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 Common Stock certificate (or Book Entry shares in respect of Common Stock)) is registered as the absolute owner thereof and of the
Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the Common Stock certificate
(or notices provided to holders of Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for
all purposes whatsoever, and neither the Company nor the Rights Agent, subject to Section 7(e) hereof, shall be affected by any notice
to the contrary.


 


Section
17. Right Certificate Holder Not Deemed a Stockholder. 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 Stock or any other securities of the Company which may at
any time be issuable on the exercise or exchange of the Rights represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided
in this Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by such Right Certificate
shall have been exercised or exchanged in accordance with the provisions hereof.


 


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 counsel fees and other disbursements incurred in the administration and execution
of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on
the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of
this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.


 


(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 Agreement in reliance upon any Right Certificate or certificate representing the Preferred
Stock, the Common Stock or any 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.


 




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


 


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


 


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


 


Section
20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement and no
implied duties or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent shall perform those duties
and obligations upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:


 


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


 


(b)
Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter 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 President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer or the Secretary of the Company and delivered
to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such certificate.


 




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(c)
The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct.


 


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


 


(e)
The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement
or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming
void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights provided for in Sections 3, 11, 13, 23 and 24,
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 receipt of a certificate furnished pursuant to Section 12, describing such change or adjustment);
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares
of Preferred Stock or other securities to be issued pursuant to this Agreement or any Right Certificate or as to whether any shares of
Preferred Stock or other securities will, when issued, be validly authorized and issued, fully paid and nonassessable.


 


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


 


(g)
The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from
any person reasonably believed by the Rights Agent to be one of the President, the Chief Executive Officer, the Chief Financial Officer,
the Treasurer or the Secretary 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. Any application by the Rights Agent for written instructions from the Company
may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent under this
Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not
be liable for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on
or after the date specified in such application (which date shall not be less than five Business Days after the date any officer of the
Company actually receives such application unless any such officer shall have consented in writing to an earlier date) unless, prior
to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions
in response to such application specifying the action to be taken or omitted.


 




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(h)
The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or
other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract
with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing
herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other 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 resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and continued employment thereof.


 


(j)
If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the
form of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has not been completed to
certify the holder is not an Acquiring Person (or an Affiliate or Associate thereof) or a transferee thereof, the Rights Agent shall
not take any further action with respect to such requested exercise or transfer without first consulting with the Company.


 


Section
21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock or Preferred
Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock or Preferred Stock by registered
or certified mail, and, following the Distribution Date, 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 his 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. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or the laws
of any state of the United States or the District of Columbia, in good standing, having an office in the State of Delaware or the State
of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus
of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of the Common Stock or Preferred Stock, and, following the Distribution
Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.


 




    	30



     


    

 


Section
22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary,
the Company may, at its option, issue new Right Certificates evidencing Rights in such forms as may be approved by its Board of Directors
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 Agreement. In addition, in connection with the issuance or
sale of Common Stock following the Distribution Date and prior to the Expiration Date, the Company may with respect to shares of Common
Stock so issued or sold (i) pursuant to the exercise of stock options, (ii) under any employee plan or arrangement, (iii) upon the exercise,
conversion or exchange of securities, notes or debentures issued by the Company or (iv) pursuant to a contractual obligation of the Company,
in each case existing prior to the Distribution Date, issue Rights Certificates representing the appropriate number of Rights in connection
with such issuance or sale.


 


Section
23. Redemption.


 


(a)
The Board of Directors of the Company may, at any time prior to the Flip-In Event, redeem all but not less than all the then outstanding
Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction
occurring in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the “Redemption
Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board
of Directors of the Company in its sole discretion may establish. The Redemption Price shall be payable, at the option of the Company,
in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine.


 


(b)
Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a)
of this Section 23 (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption),
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;
provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption.
Within 10 days after such action of the Board of Directors of the Company ordering the redemption of the Rights (or such later time as
the Board of Directors of the Company may establish for the effectiveness of such redemption), 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 Stock. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state
the method by which the payment of the Redemption Price will be made.


 


Section
24. Exchange.


 


(a)
The Board of Directors of the Company may, at its option, at any time after the Flip-In Event, exchange all or part of the then outstanding
Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring in respect of the Common Stock, after the date hereof (such amount per Right being hereinafter referred
to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered
to effect such exchange at any time after an Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of
the Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore
have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not
be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective
at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Prior
to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a Trust
Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”).
If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created
by such agreement (the “Trust”) all of the shares of Common Stock issuable pursuant to the exchange, and all Persons
entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (and any dividends or distributions made
thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant
terms and provisions of the Trust Agreement.


 




    	31



     


    
     


(b)
Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant
to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number
of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange;
provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange.
The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses
as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the
shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the
provisions of Section 11(a)(ii) hereof) held by each holder of Rights.


 


(c)
The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not
outstanding or authorized but unissued to permit an exchange of Rights for Common Stock as contemplated in accordance with this Section
24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable
upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Shares, as such term is
defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of
Preferred Stock (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the current per share market price
of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.


 


Section
25. Notice of Certain Events.


 


(a)
In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any
dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its
Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants
to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights
or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision
or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay
any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock
(by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record
date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution,
winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the
holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of
any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock
for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier.
The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action
taken by the Company or the vote upon any such action.


 




    	32



     


    

 


(b)
In case any event described in Section 11(a)(ii) or Section 13 shall occur then the Company shall as soon as practicable thereafter give
to each holder of a Right Certificate (or if occurring prior to the Distribution Date, the holders of the Common Stock) in accordance
with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such
event to holders of Rights under Section 11(a)(ii) and Section 13 hereof, and all references in the preceding paragraph to Preferred
Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.


 


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


 


Lipocine
Inc.


675
Arapeen Drive, Suite 202


Salt
Lake City, Utah 84108


Attention:
Chief Executive Officer


 


Subject
to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement 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 first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as follows:


 


American
Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219

Attention: Relationship Management


 


Notices
or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any 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.


 




    	33



     


    

 


Section
27. Supplements and Amendments. Except as provided in the penultimate sentence of this Section 27, for so long as the Rights are
then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement
or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights
are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall,
if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights, provided that no
such supplement or amendment may (a) adversely affect the interests of the holders of Rights as such (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person), (b) cause this Agreement again to become amendable other than in accordance with
this sentence or (c) cause the Rights again to become redeemable. Notwithstanding anything contained in this Agreement to the contrary,
no supplement or amendment shall be made which changes the Redemption Price. Upon the delivery of a certificate from an appropriate officer
of the Company which states that the supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall
execute such supplement or amendment, provided that any supplement or amendment that does not amend Sections 18, 19, 20 or 21 hereof
or this Section 27 in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether
or not also executed by the Rights Agent.


 


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


 


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


 


Section
30. Determinations and Actions by the Board of Directors. The Board of Directors of the Company shall have the exclusive power
and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the
Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation,
the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable
for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend
or not amend this Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of
Directors of the Company in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights,
as such, and all other parties.


 




    	34



     


    

 


Section
31. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


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


 


Section
33. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section
34. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions hereof.


 


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


 


	 	LIPOCINE
    INC.
	 	 
	 	By:	/s/
    Mahesh V. Patel
	 	Name: 	Mahesh V. Patel
	 	Title:	President and Chief
    Executive Officer
	 	 	 
	 	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC
	 	as
    Rights Agent
	 	 	 
	 	By:	/s/
    Michael A. Nespoli
	 	Name:	Michael A. Nespoli
	 	Title:	Executive Director,
    Relationship Manager


 




    	35



     


    

 


Exhibit
A


 


	 	

     
	State
    of Delaware

    Secretary
    of State

    Division
    of Corporations

    Delivered
    01:51 PM 11/30/2015

    FILED
    01:51 PM 11/30/2015

    SR
    20151108837 - File Number 5051588




 





CERTIFICATE
OF DESIGNATION


 


of


 


SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


 


 of


 


LIPOCINE INC.


 


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



 


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


 


That
pursuant to the authority vested in the Board of Directors of the Corporation (the “Board of Directors”) in accordance
with the provisions of the Amended and Restated Certificate of Incorporation of the said Corporation (the “Certificate of Incorporation”),
the said Board of Directors on November 12, 2015 adopted the following resolution creating a series of 50,000 shares of Preferred Stock
designated as “Series A Junior Participating Preferred Stock”:


 


RESOLVED,
that pursuant to the authority granted to and vested in the Directors in accordance with the provisions of the Certificate of Incorporation,
as amended, the Board of Directors hereby create a series of Preferred Stock, par value $0.0001 per share, of the Corporation, and hereby
states the designation and number of shares, and fix the relative rights, preferences and limitations thereof, in addition to the provisions
set forth in the Certificate of Incorporation, as amended, which are applicable to the Preferred Stock of all classes and series, as
set forth as follows:


 


Series
A Junior Participating Preferred Stock


 


1.
Designation and Amount. There shall be a series of Preferred Stock that shall be designated as “Series A Junior Participating
Preferred Stock,” and the number of shares constituting such series shall be 50,000. Such number of shares may be increased
or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series
A Junior Participating Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable
upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.


 




    	B-1



     


    

 


2.
Dividends and Distributions.


 


(A)
Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior
and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series
A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking
junior to the Series A Junior Participating Preferred Stock in respect thereof, 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 each of March 31, June
30, September 31 and December 31, in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”),
commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior
Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 and (b) the sum
of (1) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, plus (2) the Adjustment Number
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, par value $0.0001 per share, of the Corporation (the “Common Stock”), or a subdivision
of the outstanding shares of Common Stock (by reclassification or otherwise), in each case declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of
any share or fraction of a share of Series A Junior Participating Preferred Stock, The “Adjustment Number” shall initially
be 1,000. In the event the Corporation shall at any time after November 30, 2015 (i) declare and pay any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number
of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such
Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event,


 


(B)
The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common
Stock).


 


(C)
Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date
of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date; in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive
a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue
and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board
of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date
fixed for the payment thereof.


 


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


 


(A)
Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment
Number on all matters submitted to a vote of the stockholders of the Corporation.


 


(B)
Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.


 




    	B-2



     


    

 


(C)
If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether
or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors
constituting the Board of Directors shall be increased by two. In addition to voting together with the holders of Common Stock for the
election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately
as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent
annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid
or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any
Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred
Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of
stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such
office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the
election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section
3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating
Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special
meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when
such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing
special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the
termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to
said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced
by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the
Series A Junior Participating Preferred Stock in this Section 3.


 


4.
Certain Restrictions.


 


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


 


(i)
declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares
of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating
Preferred Stock other than (A) such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants
or similar rights or grant, vesting or lapse of restrictions on the grant of any other performance shares, restricted stock, restricted
stock units or other equity awards to the extent that such shares represent all or a portion of (x) the exercise or purchase price of
such options, warrants or similar rights or other equity awards and (y) the amount of withholding taxes owed by the recipient of such
award in respect of such grant, exercise, vesting or lapse of restrictions; (B) the repurchase, redemption, or other acquisition or retirement
for value of any such shares from employees, former employees, directors, former directors, consultants or former consultants of the
Corporation or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreements pursuant to which
such shares were acquired;


 


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


 


(iii)
purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking
on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of Series A Junior Participating Preferred Stock, or to such holders
and holders of any such shares ranking on a parity therewith, 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 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.


 




    	B-3



     


    

 


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


 


6.
Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise,
no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received an amount per share (the “Series A Liquidation Preference”) equal to the greater of (i)
$1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment,
and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Common Stock
upon such liquidation, dissolution or winding up of the Corporation.


 


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


 


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


 


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


 


8.
No Redemption. Shares of Series A Junior Participating Preferred Stock shall not be subject to redemption by the Corporation.


 


9.
Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of Preferred Stock as to the
payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up, unless the terms of any such series
shall provide otherwise, and shall rank senior to the Common Stock as to such matters.


 


10.
Amendment. At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the Certificate of Incorporation
of the Corporation shall not be amended, by merger, consolidation or otherwise, which would materially alter or change the powers, preferences
or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of two-thirds of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.


 


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


 




    	B-4



     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Certificate this 30 day of November, 2015.


 


	 	LIPOCINE
    INC.
	 	 
	 	By:	/s/
    Mahesh V. Patel
	 	Name: 	Mahesh
    V. Patel
	 	Title:	President
    and Chief Executive Officer


 




    	B-5



     


    

 


Exhibit
B


 


Form
of Right Certificate


 


Certificate
No. R-______


 


NOT
EXERCISABLE AFTER NOVEMBER 1, 2024 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT
AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES
THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


 


RIGHT
CERTIFICATE


 


LIPOCINE
INC.


 


This
certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth above, each
of which entitles the owner thereof, subject to the terms, provisions and conditions of the Second Amended and Restated Rights Agreement,
dated as of November 1, 2021, as the same may be amended from time to time (the “Rights Agreement”), between Lipocine
Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent
(the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined
in the Rights Agreement) and prior to 5:00 P.M., New York City time, on November [●], 2024 at the office or agency of the Rights
Agent designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series
A Junior Participating Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of the Company at a purchase
price of $63.96 per one one-thousandth of a share of Preferred Stock (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 Rights
Certificate (and the number of one one-thousandths of a share of Preferred Stock 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 November 1, 2021, based on the Preferred Stock
as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one one-thousandths of a share of
Preferred Stock (or other securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced
by this Right Certificate are subject to modification and adjustment upon the happening of certain events.


 




    	B-6



     


    

 


This
Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement 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 Rights Agreement are on file at the principal executive offices of the Company and the
above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor.


 


This
Right Certificate, with or without other Right Certificates, upon surrender at the office or agency 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 shares of Preferred Stock 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 Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $0.001 per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Common Stock, par value $0.0001
per share, or shares of Preferred Stock.


 


No
fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby
(other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may,
at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in
the Rights Agreement.


 


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


 




    	B-7



     


    

 


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


 


WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of November 1, 2021.


 


	 	LIPOCINE
    INC.
	 	 
	 	By:	       
	 	Name: 	 
	 	Title:	 


 


	ATTEST:	 	 
	 	 	 
	 	               	 	 
	Name: 	 	 	 
	Title:	 	 	 
	 	 	 	 
	Countersigned:	 	 


 


	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
	 	          	 	 
	By	 	 	 
	Name: 	 	 	 
	Title:	 	 	 


 




    	B-8



     


    

 


Form
of Reverse Side of Right Certificate


 


FORM
OF ASSIGNMENT


 


(To
be executed by the registered holder if such


holder
desires to transfer the Right Certificate)


 


FOR
VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto
___________________________________________________________________________________________
________________________________________________________________________________________________


 


(Please
print name and address of transferee)


 


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


 


	Dated:
    		 


 


	 		 
	 	Signature	 


 


Signature
Guaranteed:


 


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


 


	 	 
	(To
    be completed)	 


 


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


 


	 	 	 
	 	Signature	 


 




    	B-9



     


    

 


Form
of Reverse Side of Right Certificate - continued


 


FORM
OF ELECTION TO PURCHASE


 


(To
be executed if holder desires to exercise


Rights
represented by the Rights Certificate)


 


To
Lipocine Inc.:


 


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


 


	 	 
	(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	 


 


(Signature
must conform to holder specified on Right Certificate)


 


Signature
Guaranteed:


 


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


 




    	B-10



     


    

 


Form
of Reverse Side of Right Certificate - continued


 


	 	 
	(To
    be completed)	 


 


The
undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the
undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).


 


	 	 	 
	 	Signature	 


 


 










 



 


NOTICE


 


The
signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as 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, such Assignment or Election to Purchase will not be honored.


 




    	B-11



     


    

 


Exhibit
C


 


UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING
PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


 


SUMMARY
OF RIGHTS TO PURCHASE


SHARES
OF PREFERRED STOCK OF


LIPOCINE
INC.


 


On
November 12, 2015, the Board of Directors of Lipocine Inc. (the “Company”) declared a dividend of one preferred share
purchase right (a “Right”) for each outstanding share of common stock, par value $0.0001 per share, of the Company
(the “Common Stock”). The dividend is payable on November 30, 2015 (the “Record Date”) to the stockholders
of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series
A Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Stock”) at a price
of $63.96 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The
description and terms of the Rights are set forth in a Second Amended and Restated Rights Agreement dated as of November 1, 2021, as
the same may be amended from time to time (the “Rights Agreement”), between the Company and American Stock Transfer
and Trust Company, LLC, as Rights Agent (the “Rights Agent”).


 


Until
the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons
(with certain exceptions, an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding
shares of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company
prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person
or group of 15% or more of the outstanding shares of Common Stock (the earlier of such dates being called the “Distribution
Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date,
by such Common Stock certificate together with this Summary of Rights.


 




    	C-1



     


    

 


The
Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with
and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common
Stock (or book entry shares of Common Stock) outstanding as of the Record Date, even without such notation or a copy of this Summary
of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”)
will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.


 


The
Rights are not exercisable until the Distribution Date. The Rights will expire on November 1, 2024 (the “Final Expiration Date”),
unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each
case as described below, or upon the occurrence of certain transactions.


 


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


 


The
number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common
Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date.


 


Shares
of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when,
as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $10.00 per share, and (b) an amount equal
to 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company,
the holders of the Preferred Stock will be entitled to a minimum preferential payment of the greater of (a) $1000 per share (plus any
accrued but unpaid dividends), and (b) an amount equal to 1000 times the payment made per share of Common Stock. Each share of Preferred
Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction
in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000
times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions.


 




    	C-2



     


    

 


Because
of the nature of the Preferred Stock’s dividend, liquidation and voting rights, the value of the one one-thousandth interest in
a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.


 


In
the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon
exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right.


 


In
the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of
a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive
upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction
(or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right.


 


At
any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in
part, for shares of Common Stock or Preferred Stock (or a series of the Company’s preferred stock having equivalent rights, preferences
and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock)
equivalent in value thereto, per Right.


 


With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of shares of
Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company,
be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the
Preferred Stock or the Common Stock.


 


At
any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $0.001 per Right (the “Redemption Price”) payable, at the option of the Company, in cash,
shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of
the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its
sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.


 


For
so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in
any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights
Agreement in any manner that does not adversely affect the interests of holders of the Rights.


 


Until
a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.


 


A
copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K
on November 1, 2021. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as the same may be amended from
time to time, which is hereby incorporated herein by reference.


 




    	C-3