Exhibit 4.1


 


EXECUTION VERSION


 


RIGHTS AGREEMENT


 


Dated as of January 19, 2021


 


between


 


SYNAPTOGENIX, INC.


 


and


 


PHILADELPHIA STOCK TRANSFER, INC.


 


as Rights Agent


 






     


     


    







 


TABLE OF CONTENTS


 


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






 






    	 	i	 



     


    

 


RIGHTS AGREEMENT


 


This Rights Agreement (this “Agreement”),
dated as of January 19, 2021, is between Synaptogenix, Inc., a Delaware corporation (the “Company”), and Philadelphia
Stock Transfer, Inc., as rights agent (the “Rights Agent”).


 


The Board of Directors of the Company (the
 “Board of Directors”) has authorized and declared a dividend of one preferred share purchase right (a “Right”)
for each share of common stock, par value $0.0001 per share, of the Company outstanding on the Close of Business on January 25,
2021 (the “Record Date”) and has authorized the issuance of one Right with respect to each additional Common
Share issued by the Company between the Record Date and the earliest of (i) the Distribution Date, (ii) the Redemption Date, or
(iii) the Final Expiration Date, and additional Common Shares that shall become outstanding after the Distribution Date as provided
in Section 22 of this Agreement, each Right initially representing the right to purchase one one-thousandth of a Preferred Share,
subject to adjustment, upon the terms and subject to the conditions hereof.


 


Accordingly, in consideration of the premises
and the mutual agreements herein set forth, the parties agree as follows:


 


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


 


1.1              “Acquiring
Person” means any Person (other than an Exempt Person) who or which, together with all Affiliates and Associates of
such Person and any other Person with whom such Person is Acting in Concert, shall be the Beneficial Owner of 15% or more of
the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity holding Common Shares for or
pursuant to the terms of any such employee benefit plan or (v) any Person who or which, together with all Affiliates and
Associates of such Person, at the time of the first public announcement of this Agreement, is a Beneficial Owner of 15% or
more of the Common Shares then outstanding (a “Grandfathered Stockholder”); provided, that if a
Grandfathered Stockholder becomes, after such time, the Beneficial Owner (other than pursuant to the vesting or exercise of
any equity awards issued to a member of the Board of Directors or pursuant to additional grants of any such equity awards to
a member of the Board of Directors) of any additional Common Shares (regardless of whether, thereafter or as a result
thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned
by such Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless, upon
such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 15% or more
of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered
Stockholder’s Beneficial Ownership below 15%, such Grandfathered Stockholder shall no longer be deemed to be a
Grandfathered Stockholder and this clause (v) shall have no further force or effect with respect to such Person. For the
avoidance of doubt, in the event that after the time of the first public announcement of this Agreement, any agreement,
arrangement or understanding pursuant to which any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common
Shares expires, is settled in whole or in part, terminates or no longer confers any benefit to or imposes any obligation on
the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of such agreement, arrangement
or understanding with respect to the same or different Common Shares that confers Beneficial Ownership of Common Shares shall
be considered the acquisition of Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render
such Grandfathered Stockholder an Acquiring Person for purposes of this Agreement unless, upon such acquisition of Beneficial
Ownership of additional Common Shares, such person is not the Beneficial Owner of 15% or more of the Common Shares then
outstanding.


 






    	 		 



     


    

 


Notwithstanding the foregoing, “Acquiring Person”
shall not include any Person which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of Common
Shares representing less than 20% of the Common Shares then outstanding, and which is entitled to file, and files, a statement
on Schedule 13G (“Schedule 13G”) pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations
under the Exchange Act as in effect at the time of the public announcement of the declaration of the Rights with respect to the
Common Shares Beneficially Owned by such Person (a “13G Investor”); provided, that a Person who was
deemed a 13G Investor shall no longer be deemed such if it files a statement on Schedule 13D (“Schedule 13D”)
pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the General Rules and Regulations under the Exchange Act as in effect
at the time of the public announcement of the declaration of the Rights with respect to the Common Shares Beneficially Owned by
such Person, and shall be deemed an Acquiring Person if it is the Beneficial Owner of 15% or more of the Common Shares then outstanding
at any point from the time it first files such a statement on Schedule 13D provided that if at such time such Person’s
Beneficial Ownership is not less than 15%, then such Person shall have 30 days from such time to reduce its Beneficial Ownership
(together with all Affiliates and Associates of such Person) to below 15% of the Common Shares before being deemed an “Acquiring
Person” but shall be deemed an “Acquiring Person” if after reducing its Beneficial Ownership to below 15% it
subsequently becomes the Beneficial Owner of 15% or more of the Common Shares or if, prior to reducing its Beneficial Ownership
to below 15%, it increases (or makes any offer or takes any other action that would increase) its Beneficial Ownership of the
then-outstanding Common Shares above the lowest Beneficial Ownership of such Person at any time during such 30-day period.


 


Notwithstanding the foregoing, no Person
shall become an Acquiring Person as the result of an acquisition or redemption of Common Shares by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 15% (20% in
the case of a 13G Investor), or such other percentage as would otherwise result in such Person becoming an Acquiring Person) or
more of the Common Shares then outstanding; provided, that if a Person would, but for the provisions of this paragraph,
become an Acquiring Person by reason of an acquisition or redemption of Common Shares by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby
becomes the Beneficial Owner of 15% (20% in the case of a 13G Investor), or such other percentage as would otherwise result in
such Person becoming an Acquiring Person) or more of the Common Shares then outstanding (other than Common Shares acquired solely
as a result of corporate action of the Company not caused, directly or indirectly, by such Person), then such Person shall be deemed
to be an Acquiring Person.


 






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Notwithstanding the foregoing, if
the Board of Directors, with the concurrence of a majority of the members of the Board of Directors who are not, and are not representatives,
nominees, Affiliates or Associates of, such Person or an Acquiring Person, determines in good faith that a Person that would otherwise
be an Acquiring Person has become such inadvertently (including, without limitation, because (i) such Person was unaware that
it beneficially owned a percentage of Common Shares that would otherwise cause such Person to be an “Acquiring Person”
or (ii) such Person was aware of the extent of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences
of such Beneficial Ownership under this Agreement) and without any intention of controlling or influencing the management or policies
of the Company, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would
no longer be an Acquiring Person, then such Person shall not be deemed to have become an Acquiring Person. Notwithstanding the
foregoing, if a bona fide swaps dealer who would otherwise be an “Acquiring Person” has become so as a result of its
actions in the ordinary course of its business that the Board of Directors determines, in its sole discretion, were taken without
the intent or effect of evading or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise
seeking to control or influence the management or policies of the Company, then, and unless and until the Board of Directors shall
otherwise determine, such Person shall not be deemed to be an “Acquiring Person.”


 


Notwithstanding the foregoing, no Person
shall become an Acquiring Person solely as a result of an Exempt Transaction.


 


1.2             
A Person shall be deemed to be “Acting in Concert” with another Person if such Person knowingly acts
(whether or not pursuant to an express agreement, arrangement or understanding) in concert or in parallel with such other Person,
or towards a common goal with such other Person, relating to (i) acquiring, holding, voting or disposing of voting securities of
the Company or (ii) changing or influencing the control of the Company or in connection with or as a participant in any transaction
having that purpose or effect, where (A) each Person is conscious of the other Person’s conduct or intent and this awareness
is an element in their decision-making processes and (B) at least one additional factor supports a determination by the Board of
Directors that such Persons intended to act in concert or in parallel, which such additional factors may include, without limitation,
exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in
parallel. A Person who is Acting in Concert with another Person shall also be deemed to be Acting in Concert with any third Person
who is also Acting in Concert with such other Person.


 


1.3             
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms
in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date of this Agreement.


 


1.4             
A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own,”
or have “Beneficial Ownership” of, any securities:


 


1.4.1       
which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, within
the meaning of Rules 13d-3 or 13d-5 promulgated under the Exchange Act, as in effect on the date of this Agreement;


 



    	 	3	 



     


    




1.4.2       
 which such Person or any of such Person’s Affiliates or Associates has (i) the right or ability to vote, cause to
be voted or control or direct the voting of pursuant to any agreement, arrangement or understanding, whether or not in writing;
provided, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security if the agreement,
arrangement or understanding to vote such security (A) 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 (B) is not also then reportable on a statement on Schedule 13D under the Exchange Act (or
any comparable or successor report) or (ii) the right or the obligation to become the Beneficial Owner of (whether such right is
exercisable or such obligation is required to be performed immediately or only after the passage of time, the occurrence of conditions,
the satisfaction of regulatory requirements or otherwise) pursuant to 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), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants
or options, or otherwise, through conversion of a security, pursuant to the power to revoke a trust, discretionary account or similar
arrangement, pursuant to the power to terminate a repurchase or similar so-called “stock-borrowing” agreement or arrangement,
or pursuant to the automatic termination of a trust, discretionary account or similar arrangement; provided, that a Person
shall not be deemed to be the Beneficial Owner of, or to Beneficially Own, securities tendered pursuant to a tender or exchange
offer made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act until such
tendered securities are accepted for purchase or exchange;


 


1.4.3       
which are Beneficially Owned (within the meaning of the preceding subsections of this Section 1.4), directly or indirectly,
by any other Person with which such Person or any of such Person’s Affiliates or Associates (A) has any agreement, arrangement
or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any securities of the
Company or cooperating in obtaining, changing or influencing the control of the Company or (B) is Acting in Concert; or


 


1.4.4       
which are the subject of, or the reference securities for, or that underlie, any Derivative Position of such Person or any
of such Person’s Affiliates or Associates or any other Person with whom such Person is Acting in Concert, with the number
of Common Shares deemed Beneficially Owned in respect of a Derivative Position being the notional or other number of Common Shares
in respect of such Derivative Position (without regard to any short or similar position) that is specified in (i) one or more filings
with the Securities and Exchange Commission by such Person or any of such Person’s Affiliates or Associates or any other
Person with whom such Person is Acting in Concert or (ii) the documentation evidencing such Derivative Position as the basis upon
which the value or settlement amount of such Derivative Position, or the opportunity of the holder of such Derivative Position
to profit or share in any profit, is to be calculated in whole or in part (whichever of (i) or (ii) is greater), or if no such
number of Common Shares is specified in such filings or documentation (or such documentation is not available to the Board of Directors),
as determined by the Board of Directors in its reasonable discretion.


 






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Notwithstanding anything in this definition
of Beneficial Owner to the contrary, the phrase “then outstanding,” when used with reference to a Person’s
Beneficial Ownership of securities of the Company, means the number of such securities then issued and outstanding together with
the number of such securities not then actually issued and outstanding which such Person would be deemed to Beneficially Own hereunder.


 


1.5             
“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in
the state of New York are authorized or obligated by law or executive order to close.


 


1.6             
“Close of Business” on any given date means 5:00 p.m., New York time, on such date; provided,
that if such date is not a Business Day, it means 5:00 p.m., New York time, on the next succeeding Business Day.


 


1.7             
“Common Shares” means the shares of common stock, par value $0.0001 per share, of the Company. “Common
Shares,” when used with reference to any Person other than the Company, means the capital stock (or equity interest)
with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons
which ultimately control such first-mentioned Person.


 


1.8             
“Common Stock Equivalents” has the meaning set forth in Section 11.1.3(ii)(C).


 


1.9             
“Current Per Share Market Price” has the meaning set forth in Section 11.4.1.


 


1.10         
“Current Value” has the meaning set forth in Section 11.1.3(i)(A).


 


1.11         
“Derivative” has the meaning set forth in Section 1.12.


 


1.12         
“Derivative Position” shall mean any option, warrant, convertible security, stock appreciation right,
or other security, contract right or derivative position or similar right (including any contract for difference “swap”
transaction with respect to any security, other than a broad based market basket or index) (any of the foregoing, a “Derivative”),
whether or not presently exercisable, that (i) has an exercise or conversion privilege or a settlement payment or mechanism at
a price related to the value of the Common Shares or a value determined in whole or in part with reference to, or derived in whole
or in part from, the value of the Common Shares and that increases in value as the market price or value of the Common Shares increases
or that provides an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value
of the Common Shares and (ii) is capable of being settled, in whole or in part, through delivery of Common Shares (whether on a
required or optional basis, and whether such settlement may occur immediately or only after the passage of time, the occurrence
of conditions, the satisfaction of regulatory requirements or otherwise), in each case regardless of whether (A) it conveys any
voting rights in such Common Shares to any Person or (B) any Person (including the holder of such Derivative Position) may have
entered into other transactions that hedge its economic effect.


 


1.13         
“Distribution Date” has the meaning set forth in Section 3.1.


 


1.14         
“Earning Power” has the meaning set forth in Section 13.3.


 






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1.15         
 “Equivalent Preferred Shares” has the meaning set forth in Section 11.2.


 


1.16         
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


1.17         
“Exchange Property” has the meaning set forth in Section 24.6.


 


1.18         
“Exchange Ratio” has the meaning set forth in Section 24.1.


 


1.19         
“Exchange Recipients” has the meaning set forth in Section 24.6.


 


1.20         
“Exempt Person” means any Person that the Board of Directors determines is exempt from this Agreement,
which determination shall be made in the sole and absolute discretion of the Board of Directors; provided, that such determination
is made, and no Person shall qualify as an Exempt Person unless such determination is made, prior to such time as any Person becomes
an Acquiring Person; provided, further, that any Person will cease to be an Exempt Person if the Board of Directors makes
a contrary determination with respect to such Person regardless of the reason therefor.


 


1.21         
“Exempt Transaction” means any transaction that the Board of Directors determines is exempt from this
Agreement, which determination shall be made in the sole and absolute discretion of the Board of Directors; provided, that
such determination is made, and no transaction shall qualify as an Exempt Transaction unless such determination is made, prior
to such time as any Person becomes an Acquiring Person.


 


1.22         
“Final Expiration Date” means the Close of Business on January 13, 2023.


 


1.23         
“Grandfathered Stockholder” has the meaning set forth in Section 1.1.


 


1.24         
“Nasdaq” means the Nasdaq Stock Market.


 


1.25         
“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability
partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor
(by merger or otherwise) of such entity.


 


1.26         
“Preferred Shares” means shares of Series A Preferred Stock, par value $0.001 per share, of the Company
having such rights and preferences as are set forth in the form of Certificate of Designations set forth as Exhibit A hereto,
as the same may be amended from time to time.


 


1.27         
“Purchase Price” has the meaning set forth in Section 7.2.


 


1.28         
“Redemption Date” has the meaning set forth in Section 23.2.


 


1.29         
“Redemption Price” has the meaning set forth in Section 23.1.


 


1.30         
“Right Certificate” means a certificate evidencing a Right substantially in the form of Exhibit B
hereto.


 






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1.31         
 “Spread” has the meaning set forth in Section 11.1.3(i).


 


1.32         
“Stock Acquisition Date” means the earliest of the date of (i) the public announcement by the Company
or an Acquiring Person that an Acquiring Person has become such (which, for purposes of this definition, shall include a statement
on Schedule 13D filed pursuant to the Exchange Act), (ii) the public disclosure of facts by the Company or an Acquiring Person
that reveals the existence of an Acquiring Person or indicating that an Acquiring Person has become an Acquiring Person or (iii)
the Board of Directors becoming aware of the existence of an Acquiring Person.


 


1.33         
“Subsidiary” of any Person means any Person of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such Person.


 


1.34         
“Summary of Rights” means the Summary of Rights to Purchase Preferred Shares substantially in the form
of Exhibit C hereto.


 


1.35         
“Trading Day” means a day on which the principal national securities exchange on which a security is
listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on
any national securities exchange, a Business Day.


 


1.36         
“Trust” has the meaning set forth in Section 24.6.


 


2.                 
Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company
in accordance with the express terms and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint such co-rights agents as it may deem necessary or desirable, upon 10
days’ prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be
liable for, the acts or omissions of any such co-rights agent. In the event that the Company appoints one or more co-rights agents,
the respective duties of the Rights Agent and any co-rights agent shall be as the Company shall reasonably determine, provided
that such duties and determination are consistent with the terms and provisions of this Agreement and that contemporaneously with
such appointment, if any, the Company shall notify the Rights Agent in writing thereof.


 


3.                 
Issue of Right Certificates.


 


3.1              Until
the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, in the event that the Board
of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines that a
later date is advisable, such later date) or (ii) the Close of Business on the tenth Business Day (or such later date as may
be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the
date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such
benefit plan or any Exempt Person) of, or the first public announcement of the intention of any Person (other than any of the
Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would
result in any Person becoming an Acquiring Person (such date being herein referred to as the “Distribution
Date”) (provided, that if such tender or exchange offer is terminated prior to the occurrence of a
Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer), (A) the Rights will
be evidenced by the certificates (or other evidence of book-entry or other uncertificated ownership) for Common Shares
registered in the names of the holders thereof (which shall also be deemed to be Right Certificates) and not by separate
Right Certificates (provided, that each certificate (or other evidence of book-entry or other uncertificated
ownership) representing Common Shares outstanding as of the Close of Business on the Record Date evidencing the Rights shall
be deemed to incorporate by reference the terms of this Agreement, as amended from time to time), and (B) the right to
receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable
after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will
send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company and upon receipt of all
relevant information, send) by first-class, postage-prepaid mail, to each record holder of Common Shares as of the
Distribution Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person or any other Person
with whom such Person is Acting in Concert), at the address of such holder shown on the records of the Company, a Right
Certificate, substantially in the form of Exhibit B hereto, evidencing one Right for each Common Share so held,
subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry or other
uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates
for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or
information to be provided with respect to such Rights recorded in book-entry or other uncertificated forms, and all
requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or
appropriate to reflect book-entry or other uncertificated ownership. As of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.


 






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3.2             
As soon as practicable after the Record Date, the Company will make available a copy of the Summary of Rights to any holder
of Rights who may request it prior to the Final Expiration Date. The Company shall provide the Rights Agent with written notice
of the occurrence of the Final Expiration Date and the Rights Agent shall not be deemed to have knowledge of the occurrence of
the Final Expiration Date, unless and until it shall have received such written notice.


 


3.3             
Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred
to in the last sentence of this Section 3.3) after the Record Date but prior to the earliest of (i) the Distribution Date, (ii)
the Redemption Date or (iii) the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to
them a legend in substantially the following form:


 


This certificate also evidences and entitles the
holder hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Rights Agreement between Synaptogenix,
Inc. and Philadelphia Stock Transfer, Inc., as Rights Agent (or any successor rights agent), dated as of January 19, 2021, as
it may from time to time be amended or supplemented pursuant to its terms (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 Synaptogenix, Inc. and the office or offices of Philadelphia Stock Transfer, Inc. designated for such purpose. The Rights
are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances,
as set forth in the Rights Agreement, such Rights will be evidenced separately and will no longer be evidenced by this
certificate. Synaptogenix, Inc. 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, Rights that are or were acquired or Beneficially
Owned by an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any other Person with whom such Person
is Acting in Concert) (as such terms are defined in the Rights Agreement), including such Rights held by a subsequent holder,
will become null and void.


 






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Notwithstanding this Section 3.3, the omission
of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. If the
Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated
with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated
with the Common Shares which are no longer outstanding. Rights shall be issued in respect of all Common Shares issued or disposed
of (including, without limitation, upon issuance or reissuance of Common Shares out of authorized but unissued shares) after the
Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date, or in certain circumstances provided
in Section 22 hereof, after the Distribution Date.


 


4.                 
Form of Right Certificates. Right Certificates (and the forms of election to purchase Preferred Shares and of assignment
to be printed on the reverse thereof) shall be substantially the same as 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights
Agent), or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to
the other provisions of this Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one
one-thousandth of a Preferred Share as shall be set forth therein at the Purchase Price, but the amount and type of securities
purchasable upon exercise and the Purchase Price shall be subject to adjustment as provided herein.


 


5.                  Countersignature
and Registration. Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of
Directors, its Chief Executive Officer, its President or any of its Vice Presidents, either manually or by facsimile
signature, and shall be attested by the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the
Company, either manually or by facsimile signature or by other customary means of electronic transmission. Upon written
request by the Company, the Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile
signature or by other customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it
shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate
shall be valid for any purpose unless so countersigned, either manually or by facsimile or by other customary means of
electronic transmission. If 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 that signed such Right Certificates had not ceased to be such officer of the Company.
Any Right Certificate may be signed on behalf of the Company by any Person that, at the actual date of the execution of such
Right Certificate, is a proper officer of the Company to sign such Right Certificate, even if at the date of the execution of
this Agreement such Person was not such an officer.


 






    	 	9	 



     


    

 


Following the Distribution Date, and receipt
by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights
Agent will keep or cause to be kept, at its office or offices designated for such purpose, books for registration of the 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.


 


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


 


6.1              Subject
to the provisions of Section 14, at any time after the Distribution Date, and prior to the earlier of the Redemption Date and
the Final Expiration Date, any Right Certificate (other than a Right Certificate representing Rights that have become null
and void pursuant to Section 11.1.2 or that have been exchanged pursuant to Section 24) may be transferred, split up,
combined or exchanged for another Right Certificate, entitling the registered holder to purchase a like number of Preferred
Shares as the Right Certificate surrendered then entitled such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate shall make such request in writing delivered to the Rights
Agent, and shall surrender (together with any required form of assignment and certificate duly executed and properly
completed) the Right Certificate to be transferred, split up, combined or exchanged at the office or offices of the Rights
Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may
reasonably request. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Right Certificate until the registered holder shall have properly completed and duly
executed the certificate contained in the form of assignment on the reverse side of such Right Certificate and shall have
provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights
represented by such Right Certificate or the Affiliates or Associates thereof, or of any other Person with which such
Beneficial Owner or any of such Beneficial Owner’s Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities of the
Company, as the Company or the Rights Agent shall request. 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 or the
Rights Agent may require payment from the holders of the Right Certificates of a sum sufficient for any tax or governmental
charge that may be imposed in connection with any transfer, split-up, combination or exchange of Right Certificates. The
Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the
payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 






    	 	10	 



     


    

 


6.2             
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 (other than any Right Certificate representing Rights that have become null and void pursuant
to Section 11.1.2 hereof, that have been redeemed pursuant to Section 23 hereof or that have been exchanged pursuant to Section
24 hereof), the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by such Right Certificate
or the Affiliates or Associates thereof, or of any other Person with which such Beneficial Owner or any of such Beneficial Owner’s
Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring,
holding, voting or disposing of any securities of the Company, as the Company or the Rights Agent shall request (including a signature
guarantee and such other documentation as the Rights Agent may reasonably request), and, in case of loss, theft or destruction,
of indemnity or security satisfactory to them, and, at the Company’s or the Rights Agent’s request, reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto, and, in case of mutilation, upon surrender to the
Rights Agent and cancellation of the Right Certificate, the Company will make and deliver a new Right Certificate of like tenor
to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Right Certificate so lost, stolen,
destroyed or mutilated.


 


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


 


7.1             
The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11.1.2,
have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) may exercise the Rights evidenced thereby
in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the appropriate form
of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices of
the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent
may reasonably request, together with payment of the Purchase Price for each one one-thousandth of a Preferred Share represented
by a Right that is exercised and an amount equal to any applicable transfer tax or charges required to be paid pursuant to Section
9, prior to the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed pursuant to Section 23
or (iii) the time at which the Rights are exchanged pursuant to Section 24.


 


7.2             
The purchase price to be paid upon the exercise of each Right to purchase one one-thousandth of a Preferred Share represented
by a Right shall initially be $20 (the “Purchase Price”) and shall be payable in lawful money of the United
States of America in accordance with Section 7.3. Each Right shall initially entitle the holder to acquire one one-thousandth of
a Preferred Share upon exercise of the Right. The Purchase Price and the number of Preferred Shares or other securities for which
a Right is exercisable shall be subject to adjustment from time to time as provided in Sections 11 and 13.


 






    	 	11	 



     


    

 


7.3             
 Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate
properly completed and duly executed, accompanied by payment of the Purchase Price for the number of Rights exercised 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 by
cash, 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 Shares (or from the Company if there shall be no such transfer
agent, or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased,
and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from any
depositary agent for the Preferred Shares depositary receipts representing such number of Preferred Shares as are to be purchased
(in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with
the depositary agent), and the Company hereby directs any such depositary agent to comply with such request; (ii) when necessary
to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional Preferred
Shares in accordance with Section 14; (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered
to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated
in writing by such holder; and (iv) when necessary to comply with this Agreement, after receipt, deliver such cash to or upon the
order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities
of the Company, pay cash and/or distribute other property pursuant to this Agreement, the Company will make all arrangements necessary
so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary
to comply with this Agreement.


 


7.4             
If the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered
to the registered holder of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions
of Section 14.


 


7.5             
Notwithstanding anything in this Agreement or the Right Certificate 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 or other securities of the Company upon
the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i)
properly completed and duly executed the certificate contained in the appropriate form of election to purchase set forth on the
reverse side of the Right Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity
of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof or any other Person with whom such Person
is Acting in Concert as the Company and the Rights Agent shall reasonably request.


 


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 (other than the Rights Agent),
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. At the expense of the Company, the Rights Agent shall deliver all canceled Right Certificates which have
been canceled by the Rights Agent 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.


 






    	 	12	 



     


    

 


9.                 
Status and Availability of Preferred Shares.


 


9.1             
The Company covenants and agrees that it will cause to be reserved and kept available, out of its authorized and unissued
Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit
the exercise in full of all outstanding Rights in accordance with Section 7.


 


9.2             
The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares
delivered upon exercise of Rights shall, at the time of delivery of the certificates (or entry in the book-entry account system
of the Company) for such Preferred Shares (subject to payment of the Purchase Price and compliance with all other applicable provisions
of this Agreement), be duly and validly authorized and issued and fully paid and non-assessable shares.


 


9.3             
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes
and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon
the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary
receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights
surrendered for exercise, and shall not be required to issue or to deliver any certificates or depositary receipts for Preferred
Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable
by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s and the
Rights Agent’s reasonable satisfaction that no such tax is due.


 


10.              Preferred
Shares Record Date. Each Person in whose name any certificate (or entry in the book-entry account system of the Company)
for Preferred Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of
record of the Preferred Shares represented thereby on, and such certificate or book-entry 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, that, if the date of such surrender and payment is a date upon which the Preferred
Shares transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares
on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares transfer books of the
Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights, and shall
not be entitled to receive any notice of any proceedings of the Company, except as provided herein.


 






    	 	13	 



     


    

 


11.             
Adjustment of Purchase Price, Number of Shares or Number of Rights.


 


11.1         
General.


 


11.1.1   
In the event that the Company shall at any time after the date of this Agreement (i) declare a dividend on the Preferred
Shares payable in Preferred Shares, (ii) subdivide the outstanding Preferred Shares, (iii) combine the outstanding Preferred Shares
into a smaller number of Preferred Shares or (iv) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing
or surviving Person), except as otherwise provided in this Section 11.1, the Purchase Price in effect at the time of the record
date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after
such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date, the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided, 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.
If an event occurs that would require an adjustment under both this Section 11.1.1 and Section 11.1.2 hereof, the adjustment provided
for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment required pursuant to Section 11.1.2
hereof.


 


11.1.2   
Subject to the second paragraph of this Section 11.1.2 and to Section 24, from and after the Stock Acquisition Date, each
holder of a Right shall have a right to receive, upon exercise of each Right, in accordance with the terms of this Agreement and
in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by dividing the current Purchase Price
by 50% of the then Current Per Share Market Price of the Company’s Common Shares (determined pursuant to Section 11.4) on
the Stock Acquisition Date.


 


From and after the Stock Acquisition
Date, any Rights that are or were acquired or Beneficially Owned by (i) an Acquiring Person (or any Associate or Affiliate of
such Acquiring Person or any other Person with whom such Person is Acting in Concert), (ii) a transferee of any Acquiring
Person (or of any such Associate or Affiliate or any other Person with whom such Person is Acting in Concert) who becomes
such a transferee after the Acquiring Person becomes an Acquiring Person or (iii) a transferee of an Acquiring Person (or of
any such Associate or Affiliate or any other Person with whom such Person is Acting in Concert) who becomes such a transferee
prior to or concurrently with the Acquiring Person becoming an Acquiring Person and who receives such Rights (A) with actual
knowledge that the transferor is or was an Acquiring Person or (B) pursuant to either (x) a transfer (whether or not for
consideration) from the Acquiring Person (or any such Associate or Affiliate or any other Person with whom such Person is
Acting in Concert) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate or any other
Person with whom such Person is Acting in Concert) or to any Person with whom the Acquiring Person (or such Associate or
Affiliate or any other Person with whom such Person is Acting in Concert) has any continuing agreement, arrangement,
understanding or relationship (whether or not in writing) regarding the transferred Rights or (y) a transfer which the Board
of Directors has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a
primary purpose or effect the avoidance of this Section 11.1.2, (each such Person described in (i)-(iii) above, an
 “Excluded Person”) shall, in each such case, be null and void, and any holder of such Rights (whether or
not such holder or transferee of such holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person or
any other Person with whom such Person is Acting in Concert) shall thereafter have no right to exercise such Rights under any
provision of this Agreement. No Right Certificates shall be issued pursuant to Sections 3, 6, 7.4 or 11 or otherwise hereof
that represents Rights that are or have become null and 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 null and void pursuant to the
provisions of this paragraph shall, upon receipt of written notice directing it to do so, be canceled by the Rights
Agent.


 






    	 	14	 



     


    

 


11.1.3   
If there are not sufficient authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance
with Section 11.1.2 or the exchange of the Rights in accordance with Section 24, or should the Board of Directors so elect, the
Company may with respect to such deficiency, (i) determine the excess (the “Spread”) of (A) the value of the
Common Shares issuable upon the exercise of a Right as provided in Section 11.1.2 (the “Current Value”) over
(B) the Purchase Price, and (ii) with respect to each Right, make adequate provision to substitute for such Common Shares, upon
payment of the applicable Purchase Price, any one or more of the following having an aggregate value determined by the Board of
Directors to be equal to the Current Value: (A) cash, (B) a reduction in the Purchase Price, (C) Common Shares or other equity
securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors
has determined to have the same value as Common Shares (“Common Stock Equivalents”)), (D) debt securities of
the Company or (E) other assets, property or instruments. The Company shall provide the Rights Agent with prompt reasonably detailed
written notice of any final determination under the previous sentence.


 


If the Board of Directors shall determine
in good faith that additional Common Shares should be authorized for issuance upon exercise in full of the Rights, the Company
may suspend the exercisability of the Rights in order to seek any authorization of additional shares, decide the appropriate form
of distribution to be made, and determine the value thereof. If the exercisability of the Rights is suspended pursuant to this
Section 11.1.3, the Company shall make a public announcement, and shall promptly deliver to the Rights Agent a statement, stating
that the exercisability of the Rights has been temporarily suspended. When the suspension is no longer in effect, the Company shall
make another public announcement, and promptly deliver to the Rights Agent a statement, so stating. For purposes of this Section
11.1.3, the value of the Common Shares shall be the Current Per Share Market Price of the Common Shares (determined pursuant to
Section 11.4) as of the Stock Acquisition Date, and the value of any Common Stock Equivalent shall be deemed to have the same value
as the Common Shares on such date.


 


11.2          If
the Company fixes a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling
them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or
shares having the same rights, privileges and preferences as the Preferred Shares (“Equivalent Preferred
Shares”)) or securities convertible into Preferred Shares or Equivalent Preferred Shares at a price per Preferred
Share or Equivalent Preferred Share (or having a conversion price per share, if a security convertible into Preferred Shares
or Equivalent Preferred Shares) less than the then Current Per Share Market Price of the Preferred Shares on such record
date, the Purchase Price to be in effect after such record date shall be adjusted by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, (i) the numerator of which shall be (A) the number of Preferred Shares
outstanding on such record date plus (B) the number of Preferred Shares which the aggregate offering price of the total
number of Preferred Shares or Equivalent Preferred Shares to be offered (or the aggregate initial conversion price of the
convertible securities to be offered) would purchase at such Current Per Share Market Price and (ii) the denominator of which
shall be (A) the number of Preferred Shares outstanding on such record date plus (B) the number of additional Preferred
Shares or Equivalent Preferred Shares to be offered for subscription or purchase (or into which the convertible securities to
be offered are initially convertible); provided, 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. If such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be
described in a statement filed with the Rights Agent. Preferred Shares owned by or held for the account of the Company shall
not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a
record date is fixed. If such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price that would then be in effect if such record date had not been fixed.


 






    	 	15	 



     


    

 


11.3         
If the Company fixes a record date for the making of a distribution to all holders of the Preferred Shares (including any
distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving Person) of evidences
of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription
rights or warrants (excluding those referred to in Section 11.2), 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, (i) the numerator
of which shall be the then Current Per Share Market Price of the Preferred Shares on such record date, less the fair market value
(as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights
Agent) of the portion of the assets or evidences of indebtedness to be distributed or of such subscription rights or warrants applicable
to one Preferred Share and (ii) the denominator of which shall be the then Current Per Share Market Price of the Preferred Shares;
provided, 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 Preferred Shares to be issued upon exercise of one Right. Such adjustments shall be made successively whenever
such a record date is fixed. If such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase
Price that would then be in effect if such record date had not been fixed.


 


11.4         
Current Per Share Market Price.


 


11.4.1   
 For the purpose of any computation hereunder, the “Current Per Share Market Price” of any security 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 immediately prior to such date; provided, that if the Current Per Share Market Price of the security is determined
during a period (i) 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 other securities convertible into such shares, or (B) any subdivision, combination or reclassification
of such security, and (ii) 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 or, if no such sale takes place on such day, the average of the closing bid and asked
prices, in either case as reported by Nasdaq, or, if on any such date the security is not listed on Nasdaq, 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. If on any such date no such market maker is making a market in the security, the fair value of the security on such
date as determined in good faith by the Board of Directors shall be used.


 






    	 	16	 



     


    

 


11.4.2   
For the purpose of any computation hereunder, the “Current Per Share Market Price” of the Preferred Shares
shall be determined in accordance with the method set forth in Section 11.4.1. If the Preferred Shares are not publicly traded,
the “Current Per Share Market Price” of the Preferred Shares shall be conclusively deemed to be the Current
Per Share Market Price of the Common Shares as determined pursuant to Section 11.4.1 (appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof) multiplied by one thousand. If neither the Common
Shares nor the Preferred Shares are publicly held or so listed or traded, “Current Per Share Market Price” means
the fair value per share as determined in good faith by the Board of Directors, whose determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all purposes.


 


11.5         
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, that any adjustments which by reason of this Section 11.5 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 one-thousandth of a Preferred Share or one one-thousandth of any other share
or security, as the case may be. Notwithstanding the first sentence of this Section 11.5, any adjustment required by this Section
11 shall be made no later than three years from the date of the transaction which requires such adjustment.


 


11.6         
If, as a result of an adjustment made pursuant to Section 11.1, the holder of any Right thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than Preferred Shares, the number of such other shares so
receivable upon exercise of any Right shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Preferred Shares contained in Sections 11.1 through 11.3, inclusive,
and the provisions of Sections 7, 9, 10 and 13 with respect to the Preferred Shares shall apply on like terms to any such other
shares.


 






    	 	17	 



     


    

 


11.7         
 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 Preferred Shares purchasable from time to time hereunder upon
exercise of the Rights, all subject to further adjustment as provided herein.


 


11.8         
Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result
of the calculations made in Sections 11.2 and 11.3, 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-thousandth of a Preferred Share
(calculated to the nearest one one-thousandth of a Preferred Share) obtained by (i) multiplying the number of one one-thousandth
of a Preferred Share covered by a Right immediately prior to this adjustment by the Purchase Price in effect immediately prior
to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately
after such adjustment of the Purchase Price.


 


11.9         
The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution
for any adjustment in the number of Preferred Shares 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 Preferred Shares 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 one-thousandth) obtained by dividing the Purchase Price in effect immediately prior
to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company
shall make a public announcement (with prompt written notice thereof to the Rights Agent) of its election to adjust the number
of Rights, indicating the record date for the adjustment and, if known at the time, the amount of the adjustment to be made. The
record date may be the date on which the Purchase Price is adjusted or any day thereafter but, if the Right Certificates have been
distributed, shall be at least 10 days after the date of the public announcement. If Right Certificates have been distributed,
upon each adjustment of the number of Rights pursuant to this Section 11.9, the Company shall, as promptly as practicable, cause
to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section
14, 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.


 


11.10     
Irrespective of any adjustment or change in the Purchase Price or the number of Preferred Shares issuable upon the exercise
of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number
of Preferred Shares which were expressed in the initial Right Certificates issued hereunder.


 






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11.11     
 Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value of the Preferred
Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue fully paid and non-assessable Preferred Shares at such adjusted
Purchase Price.


 


11.12     
If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified
event, the Company may defer, until the occurrence of such event, issuing to the holder of any Right exercised after such record
date Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above
the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of
the Purchase Price in effect prior to such adjustment; provided, 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 adjustment.


 


11.13     
Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole
discretion shall determine to be advisable in order that any (i) combination or subdivision of the Preferred Shares, (ii) issuance
wholly for cash of any Preferred Shares at less than the Current Per Share Market Price, (iii) issuance wholly for cash of Preferred
Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, (iv) dividends on Preferred
Shares payable in Preferred Shares, or (v) issuance of any rights, options or warrants referred to in Section 11.2 made by the
Company after the date of this Agreement to holders of its Preferred Shares shall not be taxable to such stockholders.


 


11.14     
If, at any time after the date of this Agreement and prior to the Distribution Date, the Company (i) declares or pays any
dividend on the Common Shares payable in Common Shares or (ii) effects a subdivision, combination or consolidation of the Common
Shares (by reclassification or otherwise other than by payment of dividends in Common Shares) into a greater or lesser number of
Common Shares, then in any such case (A) the number of one one-thousandth of a Preferred Share purchasable after such event upon
exercise of each Right shall be determined by multiplying the number of one one-thousandth of a Preferred Share so purchasable
immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding immediately before
such event and the denominator of which is the number of Common Shares outstanding immediately after such event, and (B) each Common
Share outstanding immediately after such event shall have issued with respect to it that number of Rights which each Common Share
outstanding immediately prior to such event had issued with respect to it. The adjustments provided for in this Section 11.14 shall
be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is affected.


 


12.              Certificate
of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall promptly (i) prepare a
certificate setting forth such adjustment and a reasonably detailed statement of the facts, computation, methodology and
accounting for such adjustment, (ii) promptly file with the Rights Agent and with each transfer agent for the Common Shares
or the Preferred Shares a copy of such certificate, and (iii) if such adjustment occurs following a Distribution Date, mail a
brief summary thereof to each holder of a Right Certificate in accordance with Section 25. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment or statement therein contained and shall not be obligated
or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have knowledge of such an adjustment
or any such event, unless and until it shall have received such certificate. Notwithstanding the foregoing sentence, but
without limiting any of the rights or immunities of the Rights Agent, the failure of the Company to make such certification
or give such notice shall not affect the validity of, or the force or effect of, the requirement for such adjustment. Any
adjustment to be made pursuant to Section 11 or 13 hereof shall be effective as of the date of the event giving rise to such
adjustment.


 






    	 	19	 



     


    

 


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


 


13.1         
If, at any time after a Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other Person;
(ii) any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving
Person of such merger and, in connection with such merger, all or part of the Common Shares are or will be changed into or exchanged
for stock or other securities of any other Person (or the Company) or cash or any other property; or (iii) the Company sells or
otherwise transfers (or one or more of its Subsidiaries 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 of its wholly owned Subsidiaries, then proper provision shall be made so that (A)
each holder of a Right (except as otherwise provided herein) shall have the right to receive, upon the exercise of each Right in
accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person
(including the Company as successor thereto or as the surviving Person) equal to the result obtained by dividing the then current
Purchase Price by 50% of the then Current Per Share Market Price of the Common Shares of such other Person (determined pursuant
to Section 11.4) on the date of consummation of such consolidation, merger, sale or transfer; (B) the issuer of such Common Shares
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 issuer; and (D) such issuer shall take steps (including, without limitation, the reservation of a sufficient number of shares
of its common stock in accordance with Section 9) in connection with such consummation as may be necessary to ensure that the provisions
hereof shall thereafter be applicable in relation to the common stock thereafter deliverable upon the exercise of the Rights.


 


13.2          The
Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such
issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for such issuer’s
compliance with this Section 13. The Company shall not enter into any transaction of the kind referred to in this Section 13
if, at the time of such transaction, there are any rights, warrants, instruments or securities outstanding or any agreements
or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights. The provisions of this Section 13 shall apply to successive mergers or
consolidations or sales or other transfers.


 






    	 	20	 



     


    

 


13.3         
For purposes of this Agreement, the “Earning Power” of the Company and its Subsidiaries shall be determined
in good faith by the Company’s Board of Directors on the basis of the operating earnings of each business operated by the
Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business
not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business
was operated by the Company or any Subsidiary).


 


14.             
Fractional Rights and Fractional Shares.


 


14.1         
The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional
Rights. In lieu of such fractional Rights, the Company may instead pay 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 14.1, the current market value of a whole Right shall be the closing
price of the Rights (as determined pursuant to the second sentence of Section 11.4.1) for the Trading Day immediately prior to
the date on which such fractional Rights would have been otherwise issuable.


 


14.2         
The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples
of one one-thousandth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional
Preferred Shares or to register fractional Preferred Shares in the Company’s share register (other than fractions which are
integral multiples of one one-thousandth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-thousandth
of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an agreement between
the Company and a depositary selected by the Company; provided, that such agreement shall provide that the holders of such
depositary receipts shall have all the rights, privileges and preferences to which they are entitled as Beneficial Owners of the
Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples
of one one-thousandth of a Preferred Share, the Company shall pay to each registered holder of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred
Share as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the aggregate number
of rights exercised by such holder. For the purposes of this Section 14.2, the current market value of a Preferred Share shall
be the closing price of a Preferred Share (pursuant to Section 11.4.1) for the Trading Day immediately prior to the date of such
exercise.


 


14.3          For
purposes of this Section 14, the closing price for any day shall be the last quoted price or, if not so quoted, the average
of the high bid and low asked prices as reported by Nasdaq, or if on any such date the Rights or Preferred Shares, as
applicable, are not listed on Nasdaq, the average of the closing bid and asked prices as furnished by a professional market
maker making a market in the Rights or Preferred Shares, as applicable, selected by the Board of Directors. If on any such
date no such market maker is making a market in the Rights or Preferred Shares, as applicable, the fair value of the Rights
or Preferred Shares, as applicable, on such date as determined in good faith by the Board of Directors shall be used.


 






    	 	21	 



     


    

 


14.4         
The holder of a Right by the acceptance of the Right expressly waives any right to receive fractional Rights or fractional
shares upon exercise of a Right (except as provided in this Section 14).


 


14.5         
Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this
Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail
the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient
monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected
in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment
for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or
fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.


 


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, are vested in the respective registered holders of the Right Certificates. Any registered holder
of any Right Certificate may, without the consent of the Rights Agent or of the holder of any other Right Certificate, on such
holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced
by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an
adequate remedy at law for any breach of this Agreement by the Company and will be entitled to specific performance of the obligations
hereunder, and injunctive relief against actual or threatened violations of the obligations hereunder, of the Company.


 


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:


 


16.1         
prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;


 


16.2         
after the Distribution Date, the Right Certificates are transferable only on the registry books maintained by the Rights
Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by
a proper instrument of transfer with the appropriate form of certification, properly completed and duly executed, accompanied by
a signature guarantee and such other documentation as the Rights Agent may reasonably request;


 


16.3          the
Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution
Date, the associated Common Shares certificate or, in the case of uncertificated Common Shares, by the book-entry that
evidences record ownership of such Common Shares) 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 associated Common Shares
certificate or book-entry made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither
the Company nor the Rights Agent shall be affected by any notice to the contrary; and


 






    	 	22	 



     


    

 


16.4         
notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability
to any holder of a Right or other Person as a result of the inability of the Company or the Rights Agent to perform any of its
or their obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment
or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission,
or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise
restraining performance of such obligation.


 


17.             
Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled
to vote or receive dividends, or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company
that 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,
to give or withhold consent to any corporate action, to receive notice of meetings or other actions affecting stockholders (except
as provided in Section 25), 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.


 


18.             
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the
Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred
in the preparation, delivery, negotiation, administration, execution and amendment, of this Agreement and the exercise and performance
of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against,
any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation,
the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject,
without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith, or
willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action
taken, suffered or omitted to be taken by the Rights Agent in connection with the execution, acceptance and, administration of,
exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim or
liability arising therefrom or in connection therewith, directly or indirectly. The provisions under this Section 18 and Section
20 below shall survive the expiration of the Rights and the termination of this Agreement and the resignation, replacement or removal
of the Rights Agent.


 






    	 	23	 



     


    

 


The Rights Agent shall be fully authorized
and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with
its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance
upon any Right Certificate or certificate for Preferred Shares or for other securities of the Company, instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, 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. The Rights Agent shall not
be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall
be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until it has received
such notice in writing.


 


Notwithstanding anything in this Agreement
to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


19.             
Merger or Consolidation or Change of Name of Rights Agent. Any Person into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which
the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other stockholder
services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that
such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21. The purchase of all
or substantially all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed
a merger or consolidation for purposes of this Section 19. If, 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. If,
at that time, any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such
Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent. In all such
cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.


 


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


 






    	 	24	 



     


    

 


20.              Rights
and Duties of Rights Agent. The Rights Agent undertakes to perform only 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 its duties and obligations hereunder 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:


 


20.1         
The Rights Agent may consult with legal counsel (who may be legal counsel for the Company or an employee or legal counsel
of the Rights Agent), and the advice or opinion of such counsel shall be full and complete authorization and protection to the
Rights Agent and the Rights Agent shall incur no liability for or in respect of as to any action taken or omitted by it in the
absence of bad faith and in accordance with such advice or opinion.


 


20.2         
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, suffering or omitting to take any action hereunder,
such fact or matter (unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively
proved and established by a certificate signed by a Person reasonably believed by the Rights Agent to be any one of the Chairman
of the Board of Directors, the Chief Executive Officer, the President, a Vice President, the Treasurer, any Assistant Treasurer,
the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent, and such certificate shall be full authorization
to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to
be taken by it in the absence of bad faith under the provisions of this Agreement in reliance upon such certificate. The Rights
Agent shall have no duty to act without such a certificate as set forth in this Section 20.2.


 


20.3         
The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith
or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment
of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, any liability of the Rights
Agent under this Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent (but not including
reimbursable expenses) during the 12 months immediately preceding the event for which recovery from the Rights Agent is being sought.


 


20.4         
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 as to its countersignature thereof) or be required to verify the same. All such statements
and recitals are and shall be deemed to have been made by the Company only.


 


20.5          The
Rights Agent shall not have any liability for or 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 legality or
validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any
determination by the Board of Directors with respect to the Rights or breach by the Company of any covenant or failure by the
Company to satisfy any condition contained in this Agreement or in any Right Certificate; nor shall it be liable or
responsible for any modification by or order of any court, tribunal or governmental authority in connection with the
foregoing, any change in the exercisability of the Rights or any adjustment required under the provisions of Sections 11 or
13 or for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after receipt of a
certificate furnished pursuant to Section 12 describing such adjustment); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Preferred Shares to be issued pursuant
to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when so issued, be validly authorized
and issued, fully paid, and non-assessable.


 






    	 	25	 



     


    

 


20.6         
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 or reasonably requested
by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.


 


20.7         
The Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its
duties hereunder and certificates delivered pursuant to any provision hereof from any Person reasonably believed by the Rights
Agent to be any one of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions
in connection with its duties under this Agreement, and such advice or instructions shall provide full authorization and protection
to the Rights Agent, and the Rights Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance
with the written advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The
Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructions received by any such
officer. 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 with respect to its duties or obligations under
this Agreement.


 


20.8         
The Rights Agent and any affiliate, stockholder, director, officer, agent, representative or employee of the Rights Agent
may buy, sell or deal in any of the Rights or other securities of the Company, or become pecuniarily interested in any transaction
in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as
though it were not the Rights Agent under this Agreement, in each case in compliance with applicable laws. Nothing herein shall
preclude the Rights Agent and such other Persons from acting in any other capacity for the Company or for any other legal entity.


 


20.9         
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. The Rights Agent shall not be answerable or accountable for any act, omission,
default, neglect, or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from
any such act, omission, default, neglect or misconduct, absent gross negligence or bad faith in the selection and continued employment
of such attorneys or agents thereof (which gross negligence or bad faith must be determined by a final, non-appealable judgment
of a court of competent jurisdiction).


 


20.10      No
provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise of its rights if the Rights Agent believes
that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.


 






    	 	26	 



     


    

 


20.11     
The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including,
without limitation, any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate
or Associate) under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of
such fact, event or determination, and all notices or other instruments required by this Agreement to be delivered to the Rights
Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26, and in the absence of such notice
so delivered, the Rights Agent may conclusively assume no such event or condition exists.


 


20.12     
The Rights Agent shall have no responsibility to the Company or any holders of the Right Certificates for interest or earnings
on any moneys held by the Rights Agent pursuant to this Agreement.


 


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, in the event that the Rights Agent or one of its
Affiliates is not also the transfer agent for the Company in accordance with Section 26 hereof, to each transfer agent of the
Common Shares and the Preferred Shares in accordance with Section 26. 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 in
accordance with Section 26 hereof, as the case may be, and to each transfer agent of the Common Shares and the Preferred
Shares by registered or certified mail, and, after the Distribution Date, to the holders of the Right Certificates by
first-class mail. In the event that the transfer agency relationship in effect between the Company and the Rights Agent
terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties as Rights Agent
under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any
required notice. 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, then the incumbent Rights Agent or 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 (i) a Person (other than a natural person) organized and doing business
under the laws of the United States or of any state of the United States, in good standing, which is authorized under such
laws to exercise stock transfer powers, is subject to supervision or examination by federal or state authority, and has,
along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50
million or (ii) an Affiliate of a Person described in clause (i) of this sentence. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed, and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent
any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose but such predecessor Rights Agent shall not be required to make any additional expenditure or
assume any additional liability in connection with the foregoing, and shall thereafter be discharged from all duties and
obligations hereunder. Not later than the effective date of any such appointment the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares, and, after
the Distribution Date, mail a notice 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.


 






    	 	27	 



     


    

 


22.             
Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Right Certificates
to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved
by its Board 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 Shares following the Distribution Date and prior to the earlier
of the Redemption Date and the Final Expiration Date, the Company may, with respect to Common Shares so issued or sold, issue Right
Certificates representing the appropriate number of Rights in connection with such issuance or sale.


 


23.             
Redemption.


 


23.1         
The Board of Directors may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem
all, but not less than all, of 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 after the date hereof (the “Redemption Price”).
The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and subject to such conditions
as the Board of Directors in its sole discretion may establish.


 


23.2          Immediately
upon the time of the effectiveness of the redemption of the Rights or such earlier time as may be determined by the Board of
Directors in the action ordering such redemption (although not earlier than the time of such action) (the
 “Redemption Date”), and without any further action and without any notice, the right to exercise the
Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The
Company shall promptly give public notice of any such redemption (with prompt written notice to the Rights Agent); provided,
that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten
Business Days after action of the Board of Directors ordering the redemption of the Rights, the Company shall mail, or cause
the Rights Agent to mail (at the expense of the Company), a notice of redemption to the holders of the then outstanding
Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common Shares. Any notice mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. If the payment of the Redemption Price is not included with such
notice, each such notice shall state the method by which the payment of the Redemption Price will be made. Neither the
Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any
manner other than that specifically set forth in this Section 23 or in Section 24, other than in connection with the purchase
of Common Shares prior to the Distribution Date.


 






    	 	28	 



     


    

 


24.             
Exchange.


 


24.1         
The Board of Directors may, at its option, at any time after a Stock Acquisition Date, mandatorily exchange all or part
of the then outstanding and exercisable Rights (which excludes Rights that have become void pursuant to Section 11.1.2) for Common
Shares at an exchange ratio of one Common Share per one one-thousandth of a Preferred Share represented by a Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the “Exchange
Ratio”). From and after the occurrence of an event specified in Section 13.1, any Right that theretofore has not been
exchanged pursuant to this Section 24 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged
pursuant to this Section 24. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may establish.


 


24.2         
Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24.1, and
without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give reasonably detailed written notice of any such exchange to the
Rights Agent, and shall promptly give public notice of any such exchange; provided, that the failure to give, or any defect
in, any such notice shall not affect the validity of such exchange. Within ten Business Days after action by the Board of Directors
ordering the exchange of any Rights pursuant to Section 24.1, the Company shall mail, or cause the Rights Agent to mail, a notice
of any such exchange to the holders of such Rights at their last addresses as they appear upon the registry books of the Rights
Agent. Any notice mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each
such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the
event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11.1.2) held by each holder
of Rights.


 


24.3         
In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or Common Stock
Equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate
number of Common Stock Equivalents) for each Common Share, as appropriately adjusted.


 


24.4         
If there shall not be sufficient Common Shares, Preferred Shares or Common Stock Equivalents authorized but unissued to
permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may
be necessary to authorize additional Common Shares, Preferred Shares or Common Stock Equivalents for issuance upon exchange of
the Rights.


 



    	 	29	 



     


    

 


24.5         
 The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional
Common Shares. In lieu of issuing fractional Common Shares, the Company may instead pay to the registered holders of the Right
Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same
fraction of the current per share market value of a whole Common Share. For the purposes of this Section 24.5, the current per
share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence
of Section 11.4.1) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.


 


24.6         
Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time,
on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. Without limiting the
preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by this
Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,”
and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the
 “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity (the
 “Trust”) created upon such terms as the Board of Directors may determine to hold all or a portion of the Exchange
Property for the benefit of the Exchange Recipients, (ii) permit the Trust to exercise all of the rights that a stockholder of
record would possess with respect to any shares deposited in the Trust and (iii) direct that all holders of Rights entitled to
receive Exchange Property shall be entitled to receive such Exchange Property only from the Trust and only upon compliance with
the relevant terms and provisions of the Trust and subject to such conditions as the Board of Directors in its sole discretion
may establish. Prior to effecting an exchange of Rights, the Company may require (or cause the trustee or other governing body
of the Trust to require), as a condition thereof, that any Exchange Recipient provide evidence that it is not an Acquiring Person,
including, without limitation, evidence of the identity of the current or former Beneficial Owners thereof and their Affiliates
and Associates and any other Person with whom such Person is Acting in Concert. If any Person shall fail to comply with any request
to provide such evidence, the Company shall be entitled conclusively to deem the Rights held by such Person to be null and void
pursuant to Section 11.1.2 and not transferable or exercisable or exchangeable in connection herewith. In the event that the Board
of Directors determines, before the Distribution Date, to effect an exchange, the Board of Directors may delay the occurrence of
the Distribution Date to such time as the Board of Directors deems advisable.


 


25.             
Notice of Certain Events.


 


25.1          If
the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly
cash dividend); (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any
additional Preferred Shares or shares of stock of any class or any other securities, rights or options; (iii) to effect any
reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding
Preferred Shares); (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of
50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to
effect the liquidation, dissolution or winding-up of the Company; or (vi) to declare or pay any dividend on the Common Shares
payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification
or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder
of a Right Certificate and the Rights Agent, in accordance with Section 26, a reasonably detailed notice of such proposed
action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants,
or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up is
to take place and the date of participation therein by the holders of the Common Shares or Preferred Shares or both, if any
such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at
least ten days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in
the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares or Preferred Shares or both, whichever shall be the earlier.


 






    	 	30	 



     


    

 


25.2         
The Company shall, as soon as practicable after a Stock Acquisition Date, give to the Rights Agent and each holder of a
Right Certificate, in accordance with Section 26, a notice that describes the transaction in which a Person became an Acquiring
Person and the consequences of the transaction to holders of Rights under Section 11.1.2.


 


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 in writing and when sent by overnight delivery
service or first-class mail, postage prepaid, properly addressed (until another address is filed in writing with the Rights Agent)
as follows:


 


	 	Synaptogenix, Inc.
	 	1185 Avenue of the Americas, 3rd Floor
	 	New York, New York 10036
	 	Attention:	Chief Executive Officer
	 	 	 
	 	with a copy (which shall not constitute notice) to:
	 	Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
	 	666 Third Avenue, New York, New York, 10017
	 	Attention:	Kenneth R. Koch
	 	 	Daniel A. Bagliebter



 


 


Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent
shall be deemed given upon receipt and shall be sufficiently given or made if in writing when sent by overnight delivery service
or registered or certified mail properly addressed (until another address is filed in writing with the Company) as follows:


 





	 	Philadelphia Stock Transfer, Inc.
	 	2320 Haverford Rd
	 	Ardmore, PA 19003
	 	Attention:	Robert J. Winterle
	 	 	 
	 	with a copy to:
	 	 	 
	 	Carta, Inc.
	 	200 American Metro Blvd., Suite 123
	 	Hamilton, NJ 08619
	 	Attention:	Christopher Sealey






 






    	 	31	 



     


    

 


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 in writing, when 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.


 


27.             
Supplements and Amendments. The Company may from time to time, and the Rights Agent shall if the Company so directs
in writing, supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity,
to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein,
or to make any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company
may deem necessary or desirable; provided, that, from and after such time as any Person becomes an Acquiring Person, this
Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights
(other than an Acquiring Person and its Affiliates and Associates and any other Person with whom such Person is Acting in Concert).
For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with
third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of
the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Excluded Person does not obtain the benefits thereof,
and amendments in respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Any
supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and the Rights Agent,
subject to certification by any of the officers of the Company listed in Section 20.2 that any such supplement or amendment complies
with this Section 27. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be required to execute
any supplement or amendment to this Agreement that it has reasonably determined would adversely affect its own rights, duties,
obligations or immunities hereunder. No supplement or amendment to this Agreement shall be effective unless duly executed by the
Rights Agent.


 


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.


 


29.              Benefits
of this Agreement. Nothing in this Agreement shall be construed to give to any Person or entity other than the Company,
the Rights Agent and the registered holders of the Right Certificates any legal or equitable right, remedy or claim under
this Agreement. This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Right Certificates.


 






    	 	32	 



     


    

 


30.             
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided,
that if such excluded provision shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the
Rights Agent shall be entitled to resign immediately upon written notice to the Company.


 


31.             
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 the State
of Delaware applicable to contracts to be made and performed entirely within the State of Delaware; provided, that all provisions
regarding the rights, duties, liabilities and obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.


 


32.             
Counterparts. This Agreement may be executed in any number of counterparts, and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original
signature.


 


33.             
Descriptive Headings. Descriptive headings of the 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.


 


34.             
Administration. Other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board
of Directors (or a duly authorized committee of the Board of Directors) shall have the exclusive power and authority to administer
and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board of Directors
or the Company or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations, determinations
and interpretations which are done or made by the Board of Directors (or a duly authorized committee of the Board of Directors)
in good faith shall be final, conclusive and binding on the Company, the Rights Agent, holders of the Rights and all other parties
and shall not subject the Board of Directors (or a duly authorized committee of the Board of Directors) to any liability to the
holders of the Rights. The Rights Agent is entitled always to assume that the Board of Directors (or a duly authorized committee
of the Board of Directors) acted in good faith and shall be fully protected and incur no liability in reliance thereon.


 


35.              Force
Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays
or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God,
terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of any utilities,
communications, or computer facilities, or loss of data due to power failures or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war, or civil unrest.


 


[Signature Pages Follow]


 






    	 	33	 



     


    




 


The parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.


 


	 	Synaptogenix, Inc.
	 	By:	/s/ Robert Weinstein
	 	Name:	Robert Weinstein  
	 	Title:	Chief Financial Officer



 





[Signature Page to Rights Agreement]


 







    	 		 



     


    

 





The parties hereto have caused this Agreement to be duly executed
as of the day and year first above written.


 


	 	Philadelphia Stock Transfer, Inc.
	 	By:	/s/ Robert J. Winterle
	 	Name:	Robert J. Winterle
	 	Title:	President






 


[Signature Page to Rights Agreement]


 






    	 	2	 



     


    




 


EXHIBIT A


 


Intentionally Omitted





 






    	 	Exhibit A-1	 



     


    

 


EXHIBIT B


 


Form of Right Certificate


 


 


 


Certificate No. R-                Rights


 


NOT EXERCISABLE AFTER THE FINAL EXPIRATION
DATE (AS DEFINED IN THE RIGHTS AGREEMENT) OR EARLIER IF REDEMPTION, EXCHANGE OR TERMINATION 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, RIGHTS THAT ARE
OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT) OR ANY OTHER PERSON WITH WHOM SUCH PERSON IS ACTING IN CONCERT, OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS,
WILL BECOME NULL AND VOID.


 


Right Certificate


 


SYNAPTOGENIX, INC.


 


This certifies that  _________________, or his, her or its
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 Rights Agreement (as may be amended from time to time, the “Rights
Agreement”), dated as of January 19, 2021, between Synaptogenix, Inc., a Delaware corporation (the “Company”),
and Philadelphia Stock Transfer, Inc., as rights agent (or any successor 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 the Final Expiration Date (as such term is defined in the Rights Agreement) or earlier under certain circumstances set forth
in the Rights Agreement, at the office or offices of the Rights Agent designated for such purpose, or at the office of its successor
as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Preferred Stock, par value $0.001 per share,
of the Company (the “Preferred Shares”), at a purchase price of $20 per one one-thousandth of a Preferred Share
(the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election
to Purchase properly completed and duly executed, accompanied by such documentation as the Rights Agent may reasonably request.
The number of Rights evidenced by this Right Certificate (and the number of one one-thousandth of a Preferred Share which may be
purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of
January 19, 2021, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase
Price and the number of one one-thousandth of a Preferred Share which may be purchased upon the exercise of the Rights evidenced
by this Right Certificate are subject to modification and adjustment upon the happening of certain events.


 


From and after the occurrence of a
Stock Acquisition Date (as defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are or were
acquired or Beneficially Owned by an Acquiring Person or an Associate or
Affiliate of an Acquiring Person or any other Person with whom such Person is Acting in Concert, such Rights shall become void,
and any holder of such Rights shall thereafter have no right to exercise such Rights.


 






    	 	Exhibit B-1	 



     


    







  


This Right Certificate is subject to all
of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein
by this reference and made a part hereof, and to which Rights Agreement reference is 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 office or offices
of the Rights Agent designated for such purpose.


 


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


 


Subject to the provisions of the Rights
Agreement, at the Company’s option, 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
$0.001 per share, Preferred Shares, cash, debt securities, or other assets, property or instruments. The shares and other securities
transferred as part of the exchange may be transferred to a trust created upon such terms as the Board of Directors of the Company
may determine.


 


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


 






    	 	Exhibit B-2	 



     


    







 


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 .


 


	Attest:	 	Synaptogenix, Inc.
	 	 	By:  	                      
	 	 	 
	Countersigned:	 	 
		 	 
	 	 	 
	Rights Agent:	 	 
	By:
	
                                                	 	 	 
	Authorized Signature	 	 	 


 






    	 	Exhibit B-3	 



     


    

 


Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


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


 


FOR VALUE RECEIVED, ___________________________
hereby sells, assigns and transfers unto


 


(Please print name and address of transferee)


 


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


 


	 	 	      
	Date:  	      	 	Signature


 


Signature Guaranteed:


 


Signatures must be guaranteed by an eligible
guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program).


 


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 or any other Person with whom such Person is Acting
in Concert and are not issued with respect to Common Shares underlying a Derivative Position described in the definition of Beneficial
Owner (as such terms are defined in the Rights Agreement).


 





	 	 
	 	Signature


 






    	 	Exhibit B-4	 



     


    

 


Form of Reverse Side of Right Certificate
 — continued


 


FORM OF ELECTION TO PURCHASE


 


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


 


TO SYNAPTOGENIX, INC.:


 


The undersigned hereby irrevocably
elects to exercise _______________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable
upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of:


 


Please insert Social Security or other
identifying number:


 


		 



 


(Please print name and address)


 





		 


 


If such number of Rights shall not be all
the Rights evidenced by this Right Certificate, a new Right Certificate for the 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)


 





		 


 


 





	 	 	      
	Date:  	      	 	Signature


 


(Signature must conform to the holder specified
on the Right Certificate)


 


Signature Guaranteed:


 


Signatures must be guaranteed by an eligible
guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program).


 



    	 	Exhibit B-5	 



     


    

 


Form of Reverse Side of Right Certificate — continued


 


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 or any other Person with whom such Person is Acting
in Concert and are not issued with respect to Common Shares underlying a Derivative Position described in the definition of Beneficial
Owner (as such terms are defined in the Rights Agreement).


 





	 	 
	 	Signature


 


NOTICE


 


The signature in the foregoing Forms of
Assignment and Election to Purchase 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 that 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.


 






    	 	Exhibit B-6	 



     


    







 


EXHIBIT C


 


UNDER CERTAIN CIRCUMSTANCES, RIGHTS THAT
ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT) OR ANY OTHER PERSON WITH WHOM SUCH PERSON IS ACTING IN CONCERT, OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS,
WILL BECOME NULL AND VOID


 


SUMMARY OF RIGHTS TO PURCHASE


 


PREFERRED SHARES


 


On January 13, 2021, the Board of Directors
of Synaptogenix, Inc., a Delaware corporation (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 Shares”), outstanding on January 25, 2021, (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 Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”), at a price of
$20 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated
as of January 19, 2021, between the Company and Philadelphia Stock Transfer, Inc., as rights agent (or any successor rights agent),
as it may from time to time be amended or supplemented pursuant to its terms. Capitalized terms used but not defined in this summary
have the meanings ascribed to such terms in the Rights Agreement.


 


Until the earlier to occur of (i) the Close
of Business on the tenth day following the acquisition of Beneficial Ownership of 15% (20% in the case of a 13G Investor) or more
of the outstanding Common Shares (including ownership of a Derivative Position) by a Person or group of affiliated or associated
Persons or any other Person with whom such Person is acting in concert has acquired Beneficial Ownership of 15% (20% in the case
of a 13G Investor) or more of the outstanding Common Shares (an “Acquiring Person”) (or, in the event that an
exchange is effected in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later date
is advisable, then such later date) or (ii) 10 Business Days (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or of the first public announcement
of the intention to commence, 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 Common Shares (the earlier of such dates, the “Distribution Date”),
the Rights will be evidenced by Common Share certificates with a copy of this Summary of Rights attached thereto (unless such Rights
are recorded in book-entry); provided, that each certificate (or other evidence of book-entry or other uncertificated ownership)
representing Common Shares outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to
incorporate by reference the terms of the Rights Agreement.


 






    	 	Exhibit C-1	 



     


    

 





A Person shall not be deemed to be an Acquiring
Person if such Person, together with all Affiliates and Associates of such Person, at the time of the first public announcement
of the Rights Agreement, is a Beneficial Owner of 15% or more of the Common Shares then outstanding (a “Grandfathered
Stockholder”); provided, that if a Grandfathered Stockholder becomes (other than pursuant to the vesting or exercise
of any equity awards issued to a member of the Board of Directors or pursuant to additional grants of any such equity awards to
a member of the Board of Directors), after the date of the Rights Agreement, the Beneficial Owner of any additional Common Shares
(regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common
Shares then outstanding Beneficially Owned by such Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed
to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not
the Beneficial Owner of 15% or more of the Common Shares then outstanding; provided, further, that upon the first decrease
of a Grandfathered Stockholder’s Beneficial Ownership below 15%, such Grandfathered Stockholder shall no longer be deemed
to be a Grandfathered Stockholder. For the avoidance of doubt, in the event that after the time of the first public announcement
of the Rights Agreement, any agreement, arrangement or understanding pursuant to which any Grandfathered Stockholder is deemed
to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, terminates or no longer confers any benefit
to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of
such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership
of Common Shares shall be considered the acquisition of Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder
and render such Grandfathered Stockholder an Acquiring Person for purposes of the Rights Agreement unless, upon such acquisition
of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 15% or more of the Common Shares
then outstanding.


 


No Person which, together with all
Affiliates and Associates of such Person, is the Beneficial Owner of Common Shares representing less than 20% of the Common
Shares then outstanding, and which is entitled to file, and files, a statement on Schedule 13G (“Schedule
13G”) pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), as in effect at the time of the public announcement of the
declaration of the Rights with respect to the Common Shares Beneficially Owned by such Person (a “13G
Investor”), shall be deemed to be an “Acquiring Person”; provided, that a Person who was deemed
a 13G Investor shall no longer be deemed such if it files a statement on Schedule 13D (“Schedule 13D”)
pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the General Rules and Regulations under the Exchange Act as in
effect at the time of the public announcement of the declaration of the Rights with respect to the Common Shares Beneficially
Owned by such Person, and shall be deemed an Acquiring Person if it is the Beneficial Owner of 15% or more of the Common
Shares then outstanding at any point from the time it first files such a statement on Schedule 13D provided that if at
such time such Person’s Beneficial Ownership is not less than 15%, then such Person shall have 30 days from such time
to reduce its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below 15% of the Common
Shares before being deemed an “Acquiring Person” but shall be deemed an “Acquiring Person” if after
reducing its Beneficial Ownership to below 15% it subsequently becomes the Beneficial Owner of 15% or more of the Common
Shares or if, prior to reducing its Beneficial Ownership to below 15%, it increases (or makes any offer or takes any other
action that would increase) its Beneficial Ownership of the then-outstanding Common Shares above the lowest Beneficial
Ownership of such Person at any time during such 30-day period.


 






    	 	Exhibit C-2	 



     


    

 


“Beneficial Ownership”
shall include any securities (i) which a Person or any of such Person’s Affiliates or Associates beneficially owns, directly
or indirectly, within the meaning of Rules 13d-3 or 13d-5 promulgated under the Exchange Act, or has the right or ability to vote,
or the right to acquire, pursuant to any agreement, arrangement or understanding (except under limited circumstances), (ii) which
are directly or indirectly Beneficially Owned by any other Person with which a Person has any agreement, arrangement or understanding
for the purpose of acquiring, holding or voting such securities, or obtaining, changing or influencing control of the Company,
or with whom such Person is acting in concert or (iii) in respect of which a Person or any of such Person’s Affiliates or
Associates has a derivative position which is capable of being settled, in whole or in part, through delivery of Common Shares
(whether on a required or optional basis, and whether such settlement may occur immediately or only after the passage of time,
the occurrence of conditions, the satisfaction of regulatory requirements or otherwise).


 


The Rights Agreement provides that, until
the Distribution Date (or earlier expiration or redemption of the Rights), the Rights will be transferred with and only with the
Common Shares. New Rights will accompany any new Common Shares issued by the Company after the Record Date, until the Distribution
Date (or earlier redemption or expiration of the Rights). Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date or upon transfer or new issuance of Common Shares will contain
a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares 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 Shares as of
the Distribution Date, and such separate Right Certificates alone will evidence the Rights (unless such Rights are recorded in
book-entry).


 


The Rights are not exercisable until the
Distribution Date. The Rights will expire on the Close of Business on January 13, 2023 (the “Final Expiration Date”).


 


The Purchase Price payable, and the number
of Preferred Shares 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
Shares; (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price
of the Preferred Shares; or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares)
or of subscription rights or warrants (other than those referred to above).


 






    	 	Exhibit C-3	 



     


    

 


The number of outstanding Rights and the
number of Preferred Shares issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of
the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares occurring, in any such case, prior to the Distribution Date.


 


Preferred Shares purchasable upon exercise
of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 multiplied
by the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to
a payment per share equal to 1,000 multiplied by the aggregate payment made per Common Share. Each Preferred Share will have 1,000
votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 1,000 multiplied by the amount received per Common Share.


 


From and after the time any Person becomes
an Acquiring Person, if the Rights evidenced by this Right Certificate are or were acquired or Beneficially Owned by an Acquiring
Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), or any other Person
with whom such Person is Acting in Concert, such Rights shall become void, and any holder of such Rights shall thereafter have
no right to exercise such Rights.


 


If any Person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right, other than Rights Beneficially Owned by the Acquiring Person and
its Affiliates and Associates, and any other Person with whom such Person is Acting in Concert (all of which will thereafter be
void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times
the exercise price of the Right. If the Board of Directors so elects, the Company may deliver upon payment of the exercise price
of a Right an amount of cash, securities, or other property equivalent in value to the Common Shares issuable upon exercise of
a Right.


 


If, at any time after a Person becomes 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 (as defined in the Rights Agreement) are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number
of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times
the exercise price of the Right.


 


At any time after any Person becomes an
Acquiring Person and prior to the acquisition by any Person or group of a majority of the outstanding Common Shares, the Board
of Directors may exchange the Rights (other than Rights owned by such Person or group which have become void), in whole or in part,
at an exchange ratio of one Common Share per Right (subject to adjustment). The shares and other securities transferred as part
of the exchange may be transferred to a trust created upon such terms as the Board of Directors of the Company may determine.


 






    	 	Exhibit C-4	 



     


    

 


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 Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred
Share, 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 market price of the Preferred Shares on the last trading day prior to the date of exercise.


 


At any time prior to the time any Person
becomes an Acquiring Person, the Board of Directors may redeem the Rights in whole, but not in part, at a price of $0.001 per Right
(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 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.


 


The terms of the Rights may be amended by
the Board of Directors without the consent of the holders of the Rights. However, from and after such time as any Person becomes
an Acquiring Person, the Rights Agreement shall not be amended or supplemented in any manner which would adversely affect the interests
of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates and any other Person with whom such
Person is Acting in Concert).


 


Until a Right is exercised, 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. A copy of the Rights Agreement
is available free of charge from the Company. The foregoing summary of the Rights does not purport to be complete and is qualified
in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.


 






    	 	Exhibit C-5