Exhibit 4.1

    

   

    

   
  
    STOCKHOLDER RIGHTS AGREEMENT

     

    by and between

     

    Blackbaud, Inc.

     

    and

     

    American Stock Transfer & Trust Company, LLC,

     

    as Rights Agent

     
    Dated as of October 7, 2022

     

    

  

  
    
      
        


    

    
    Table of Contents

     

    	 	 	 Page
	 	 	 
	
            Section 1.

          	
            Certain Definitions

          	1
	 	 	 
	
            Section 2.

          	
            Appointment of Rights Agent

          	11
	 	 	 
	
            Section 3.

          	
            Issuance of Rights Certificates

          	11
	 	 	 
	
            Section 4.

          	
            Form of Rights Certificates

          	13
	 	 	 
	
            Section 5.

          	
            Countersignature and Registration

          	14
	 	 	 
	
            Section 6.

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

          	15
	 	 	 
	
            Section 7.

          	
            Exercise of Rights; Exercise Price; Expiration Time of Rights

          	16
	 	 	 
	
            Section 8.

          	
            Cancellation and Destruction of Rights Certificates

          	18
	 	 	 
	
            Section 9.

          	
            Reservation and Availability of Capital Stock

          	18
	 	 	 
	
            Section 10.

          	
            Preferred Stock Record Date

          	19
	 	 	 
	
            Section 11.

          	
            Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights

          	20
	 	 	 
	
            Section 12.

          	
            Certificate of Adjusted Exercise Price or Number of Shares

          	27
	 	 	 
	
            Section 13.

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

          	27
	 	 	 
	
            Section 14.

          	
            Fractional Rights and Fractional Shares

          	31
	 	 	 
	
            Section 15.

          	
            Rights of Action

          	32
	 	 	 
	
            Section 16.

          	
            Agreement of Rights Holders

          	32
	 	 	 
	
            Section 17.

          	
            Rights Certificate Holder Not Deemed a Stockholder

          	33
	 	 	 
	
            Section 18.

          	
            Concerning the Rights Agent

          	33
	 	 	 
	
            Section 19.

          	
            Merger or Consolidation or Change of Name of Rights Agent

          	34
	 	 	 
	
            Section 20.

          	
            Duties of Rights Agent

          	35
	 	 	 
	
            Section 21.

          	
            Change of Rights Agent

          	37
	 	 	 
	
            Section 22.

          	
            Issuance of New Rights Certificates

          	38
	 	 	 
	
            Section 23.

          	
            Redemption and Termination

          	38
	 	 	 
	
            Section 24.

          	
            Exchange

          	40
	 	 	 
	
            Section 25.

          	
            Notice of Certain Events

          	42
	 	 	 
	
            Section 26.

          	
            Notices

          	43
	 	 	 
	
            Section 27.

          	
            Supplements and Amendments

          	44
	 	 	 
	
            Section 28.

          	
            Successors

          	45


     

    
      i

      
        


    

    
    	
            Section 29.

          	
            Determination and Action by the Board

          	45
	 	 	 
	
            Section 30.

          	
            Benefits of this Agreement

          	45
	 	 	 
	
            Section 31.

          	
            Tax Compliance and Withholding

          	45
	 	 	 
	
            Section 32.

          	
            Severability

          	46
	 	 	 
	
            Section 33.

          	
            Governing Law; Submission to Jurisdiction

          	46
	 	 	 
	
            Section 34.

          	
            Counterparts

          	46
	 	 	 
	
            Section 35.

          	
            Descriptive Headings; Interpretation

          	46
	 	 	 
	
            Section 36.

          	
            Force Majeure

          	46


    

    

    	
            Exhibit A

          	
            -

          	
            Form of Certificate of Designation

          
	 	 	 
	
            Exhibit B

          	
            -

          	
            Form of Rights Certificate

          
	 	 	 
	
            Exhibit C

          	
            -

          	
            Summary of Rights to Purchase Preferred Stock

          


    

    

    
      ii

      
        


    

    STOCKHOLDER RIGHTS AGREEMENT

     

    This STOCKHOLDER RIGHTS AGREEMENT, dated as of October 7, 2022 (this “Agreement”), is by and between Blackbaud, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company,
      LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).  

     

    

    WITNESSETH:

     

    WHEREAS, on October 7, 2022
        (the “Rights Dividend Declaration Date”), the board of directors of the Company (the “Board”) authorized and declared a dividend distribution of one Right (as defined below) for each share of Company common stock, par value $0.001 per share (“Common Stock”), outstanding at the Close of Business (as defined below) on October 17, 2022 (the “Record Date”), and has
        further authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to Section 11) for each share of Common Stock that shall become outstanding between the Record
        Date (whether originally issued or delivered from the Company’s treasury) and the earlier of the Distribution Time and the Expiration Time (as such terms are defined below) or, in certain circumstances provided in Section 22, after the Distribution Time.

     

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

     

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

     

    “Acquiring Person” shall mean any Person which, together
      with all of its Related Persons, is the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding, but shall exclude (x) Exempt Persons and (y) Grandfathered Persons.  Notwithstanding anything in this
      Agreement to the contrary, no Person shall become an “Acquiring Person:”

     

    (i)         as the result of an
          acquisition of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the percentage of the shares of Common Stock Beneficially Owned by such Person, together with all of its Related
          Persons, to the Specified Percentage or more of the shares of Common Stock then outstanding; provided, however, that if a Person, together with all of its Related Persons, becomes the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding by reason
          of share acquisitions by the Company and, after such share acquisitions by the Company, becomes the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the
          outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an “Acquiring Person” unless, upon becoming the Beneficial Owner of such additional shares of Common Stock,
          such Person, together with all of its Related Persons, does not Beneficially Own the Specified Percentage or more of the shares of Common Stock then outstanding;

     

    
      
        


    

    
    (ii)       if (A) the Board
          determines in good faith that such Person has become an “Acquiring Person” inadvertently (including because (1) such Person was unaware that it Beneficially Owned a percentage of the then outstanding shares of Common Stock that would otherwise
          cause such Person to be an “Acquiring Person” or (2) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and (B) such
          Person divests as promptly as practicable (as determined by the Board) a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person;”

     

    (iii)       solely as a result
          of any unilateral grant of any security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers or employees; provided, however, that if a Person, together with all of
          its Related Persons, becomes the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding by reason of a unilateral grant of a security by the Company, or through the exercise of any options, warrants,
          rights or similar interests (including restricted stock) granted by the Company to its directors, officers and employees, then such Person shall nevertheless be deemed to be an “Acquiring Person” if, subject to clause (ii) above, such Person,
          together with all of its Related Persons, thereafter becomes the Beneficial Owner of any additional shares of Common Stock (unless upon becoming the Beneficial Owner of additional shares of Common Stock, such Person, together with all of its
          Related Persons, does not Beneficially Own the Specified Percentage or more of the Common Stock then outstanding), except as a result of (A) a dividend or distribution paid or made by the Company on the outstanding Common Stock or a split or
          subdivision of the outstanding Common Stock; or (B) the unilateral grant of a security by the Company, or through the exercise of any options, warrants, rights or similar interest (including restricted stock) granted by the Company to its
          directors, officers or employees;

     

    (iv)       by means of share
          purchases or issuances (including debt to equity exchanges), directly from the Company or indirectly through an underwritten offering of the Company, in a transaction approved by the Board; provided,
          however, that a Person shall be deemed to be an “Acquiring Person” if such Person (A) is or becomes the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock
          then outstanding following such transaction and (B) following such transaction, becomes the Beneficial Owner of any additional shares of Common Stock without the prior written consent of the Company and then Beneficially Owns the Specified
          Percentage or more of the shares of Common Stock then outstanding;

     

    (v)        if such Person is a
          bona fide swaps dealer who has become an “Acquiring Person” as a result of its actions in the ordinary course of its business that the Board 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; or

     

    (vi)       as the result of an
          acquisition of shares of Common Stock pursuant to a Qualifying Offer.

     

    
      2

      
        


    

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

     

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

     

    “Affiliate” shall have the meaning ascribed to such term
      in Rule 12b-2 of the Exchange Act Regulations as in effect on the date of this Agreement.

     

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

     

    “Associate” shall have the meaning ascribed to such term
      in Rule 12b-2 of the Exchange Act Regulations as in effect on the date of this Agreement.

     

    A Person shall be deemed the “Beneficial Owner” of, and
      shall be deemed to “Beneficially Own” and have “Beneficial Ownership”
      of any securities (that are as such, “Beneficially Owned”):

     

    (i)         that such Person or
          any of such Person’s Related Persons beneficially owns, directly or indirectly, as determined pursuant to Rule 13d-3 of the Exchange Act Regulations as in effect on the date of this Agreement;

     

    (ii)        that such Person or
          any of such Person’s Related Persons, directly or indirectly, has the right or obligation to acquire (whether such right is exercisable, or such obligation is required to be performed, immediately or only after the passage of time or the
          satisfaction of other conditions) pursuant to any agreement, arrangement or understanding (whether or not in writing and other than customary agreements with and between underwriters and selling group members with respect to a bona fide public
          offering of securities) or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” (A) securities tendered pursuant to a tender or exchange offer made in accordance with the
          Exchange Act Regulations by or on behalf of such Person or any of such Person’s Related Persons until such tendered securities are accepted for purchase or exchange, (B) securities issuable upon exercise of Rights at any time prior to the
          occurrence of a Triggering Event, (C) securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event which Rights were acquired by such Person or any such Person’s Related Persons prior to the Distribution Time or
          pursuant to Section 22 (the “Original Rights”) or pursuant to Section 11(i) in connection with an adjustment made with respect to any Original Rights or (D) securities which such Person or any of such Person’s Related Persons may acquire, does or do acquire or may be deemed to have the
          right to acquire, pursuant to any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s Related Persons), if such agreement has been approved by the Board prior to such Person’s becoming an
          Acquiring Person;

     

    (iv)      that are Beneficially
          Owned, directly or indirectly, by any other Person (or any Related Person of such Person) with which such Person (or any of such Person’s Related Persons) has any agreement, arrangement or understanding (whether or not in writing and other than
          customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities); provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” any security if such agreement, arrangement or understanding (1) arises solely from a revocable proxy or consent given in
          response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act Regulations and (2) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or
          any comparable or successor report); or

     

    
      3

      
        


    

    (v)        that are Beneficially
          Owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Related Persons) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such
          Person or any of such Person’s Related Persons is a Receiving Party; provided, however, that the number of shares of Common
          Stock that a Person is deemed to Beneficially Own pursuant to this clause (v) in connection with a particular Derivatives Contract shall not exceed the number of Notional Common Shares with respect to such Derivatives Contract; provided, further, that the number of securities Beneficially Owned by each Counterparty (including its Related Persons) under a
          Derivatives Contract shall, for purposes of this clause (v) include all securities that are Beneficially Owned, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Related Persons) under any Derivatives Contract
          to which such first Counterparty (or any of such first Counterparty’s Related Persons) is a Receiving Party, with this proviso being applied to successive Counterparties as appropriate;

     

    provided, however,
        that (x) nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a
        firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition and (y) no officer or director of the Company shall be deemed to Beneficially Own any securities of any other Person solely by virtue of any
        actions that such officer or director takes in such capacity.

     

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

     

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

     

    “Board Evaluation Period” shall have the meaning set forth
      in Section 23(c)(i).

     

    
      4

      
        


    

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

     

    “Charter” shall mean the Company’s Amended and Restated
      Certificate of Incorporation, as amended from time to time.

     

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

     

    “Closing Price” in respect of any security for any day
      shall mean the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with
      respect to securities listed or admitted to trading on the Nasdaq or the NYSE or, if such shares of common stock (or other security) are not listed or admitted to trading on the Nasdaq or the NYSE, as reported in the principal consolidated
      transaction reporting system with respect to securities listed on the principal national securities exchange on which such shares of common stock (or other security) are listed or admitted to trading or, if such shares of common stock (or other
      security) are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the OTC Bulletin Board
      service or such other quotation system then in use, or, if on any such date such shares of common stock (or other security) are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market
      maker making a market in such common stock (or other security) selected by the Board.  If on any such date no such market maker is making a market in such common stock (or other security), the fair value of such common stock (or other security) on
      such date as determined in good faith by the Board shall be used.

     

    “Common Stock” shall have the meaning set forth in the
      recitals to this Agreement.

     

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

     

    “Company” shall have the meaning set forth in the preamble
      to this Agreement.

     

    “Counterparty” shall have the meaning set forth in the
      definition of “Derivatives Contract.”

     

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

     

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

     

    “Definitive Acquisition Agreement” shall mean any
      definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a
      merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition, in any manner, directly or indirectly, of more than fifty percent (50%) of the
      consolidated total assets (including equity securities of its Subsidiaries) of the Company and its Subsidiaries.

     

    
      5

      
        


    

    “Demanding Stockholders” shall have the meaning set forth
      in Section 23(c)(i).

     

    “Derivatives Contract” shall mean a contract, including
      all related documentation, between two parties (the “Receiving Party” and the “Counterparty”) that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by the Receiving Party of a number of shares of Common Stock specified or referenced in
      such contract (the number corresponding to such economic benefits and risks, the “Notional Common Shares”), regardless of whether obligations under such
      contract are required or permitted to be settled through the delivery of cash, shares of Common Stock or other property, without regard to any short position under the same or any other Derivatives Contract.  For the avoidance of doubt, interests in
      broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed “Derivatives Contracts.”

     

    “Distribution Time” shall mean the earlier of (i) the
      Close of Business on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the
      tenth (10th) Business Day (or, if such tenth (10th) Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board prior to such time as any Person becomes an
      Acquiring Person, after the date that a tender or exchange offer by any Person (other than any Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the Exchange Act Regulations, if upon consummation thereof, such
      Person would become an Acquiring Person.

     

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

     

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

     

    “Exchange Act Regulations” shall mean the general rules
      and regulations promulgated under the Exchange Act.

     

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

     

    “Exempt Person” shall mean (i) the Company or any
      Subsidiary of the Company, (ii) any officer, director or employee of the Company or of any Subsidiary of the Company solely in respect of such Person’s status or authority as such (including any fiduciary capacity) or (iii) any employee benefit plan
      of the Company or of any Subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan or for the purpose of funding
      other employee benefits for employees of the Company or any Subsidiary of the Company.

     

    “Exemption Date” shall have the meaning set forth in Section 23(c)(iii).

     

    “Exercise Price” shall have the meaning set forth in Section 4(a).

     

    
      6

      
        


    

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

     

    “Final Expiration Time” shall have the meaning set forth
      in Section 7(a).

     

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

     

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

     

    “Flip-over Event” shall have the meaning set forth in Section 13(a).

     

    “Flip-over Party” shall have the meaning set forth in Section 13(b).

     

    “Flip-over Stock” shall mean the capital stock (or similar
      equity interest) with the greatest voting power in respect of the election of directors (or other Persons similarly responsible for the direction of the business and affairs) of the Flip-over Party.

     

    “Grandfathered Person” shall mean (x) any Person who or
      which, together with all of such Person’s Related Persons, is, as of immediately prior to the first public announcement of the adoption of this Agreement, the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then
      outstanding and (y) any Person who or which becomes the Beneficial Owner of the Specified Percentage or more of the shares of Common Stock then outstanding as the result of the acquisition of Beneficial Ownership of shares of Common Stock from an
      individual described in the preceding clause (x) if such acquisition occurs upon such individual’s death pursuant to such individual’s will or pursuant to a charitable trust created by such individual for estate planning purposes.  A Person ceases to
      be a “Grandfathered Person” if and when (i) such Person becomes the Beneficial Owner of less than the Specified Percentage of the shares of Common Stock then outstanding; or (ii) such Person increases such Person’s Beneficial Ownership of shares of
      Common Stock to an amount equal to or greater than the greater of (A) the Specified Percentage of the shares of Common Stock then outstanding and (B) the sum of (1) the lowest Beneficial Ownership of such Person as a percentage of the shares of
      Common Stock outstanding as of any time from and after the first public announcement of the adoption of this Agreement (other than as a result of an acquisition of shares of Common Stock by the Company) plus (2) one share of Common Stock.  The
      foregoing definition shall grandfather the security or instrument underlying such Beneficial Ownership only in the type and form as of the date of this Agreement and shall not grandfather any subsequent change, modification, swap or exchange of such
      security or instrument underlying such Beneficial Ownership into a different type or form of security or instrument (unless such change, modification, swap or exchange is contemplated explicitly by the terms of such security or instrument (e.g., as would be the case for options to purchase shares of Common Stock, in which case the shares of Common Stock purchased upon the exercise of such options would be
      grandfathered)).  For the avoidance of doubt, cash-settled swap or exchange contracts for differences in the price of shares of Common Stock or other equity securities of the Company shall not be grandfathered under this Agreement.

     

    “Minimum Tender Condition” shall have the meaning set
      forth in the definition of “Qualifying Offer.”

     

    “Nasdaq” shall mean the Nasdaq Stock Market.

     

    
      7

      
        


    

    “Notional Common Shares” shall have the meaning set forth
      in the definition of “Derivatives Contract.”

     

    “NYSE” shall mean the New York Stock Exchange.

     

    “Outside Meeting Date” shall have the meaning set forth in
      Section 23(c)(iii).

     

    “Person” shall mean any individual, partnership, firm,
      corporation, limited liability company, association, trust, limited liability partnership, joint venture, unincorporated organization or other entity, including (i) any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange
      Act and any group under Rule 13d-5(b) of the Exchange Act Regulations and (ii) any successor (by merger or otherwise) of such entity.

     

    “Preferred Stock” shall mean the Series A Junior
      Participating Preferred Stock, par value $0.001 per share, of the Company having the designations, preferences and rights set forth in the form of certificate of designation attached to this Agreement as Exhibit


          A, and, to the extent that there is not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock, par value $0.001 per
      share, of the Company designated for such purpose containing terms substantially similar to the terms of the Series A Junior Participating Preferred Stock.

     

    “Qualifying Offer” shall mean an offer determined by the
      Board in good faith to be:

     

    	

          	(i)	
            an offer that has commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations;

          


     

    	

          	(ii)	
            a fully financed all-cash tender offer or an exchange offer offering shares of common stock of the offeror, or a combination thereof, in each such case for any and all of the outstanding shares of
              Common Stock at the same per-share consideration;

          


     

    	

          	(iii)	
            an offer that is conditioned on a minimum of at least a majority of (A) the shares of Common Stock outstanding on a fully diluted basis and (B) the outstanding shares of Common Stock not held by the
              offeror (or such offeror’s Related Persons) being tendered and not withdrawn as of the offer’s expiration date, which condition shall not be waivable (the “Minimum


                Tender Condition”);

          


     

    	

          	(iv)	
            an offer that is subject only to the Minimum Tender Condition and other customary terms and conditions, which conditions shall not include any financing, funding or similar conditions or requirements
              with respect to the offeror or its representatives being permitted any due diligence;

          


     

    	

          	(v)	
            an offer that includes a representation by the offeror that neither the offeror nor its subsidiaries, nor any Related Person thereof, is or has been an “interested stockholder” (as defined in Section
              203 of the General Corporation Law of the State of Delaware, as may be amended from time to time) at any time within the three (3) year period immediately prior to the date of the offer; and

          


     

    	

          	(vi)	
            an offer pursuant to which the Company has received an irrevocable, legally binding written commitment by the offeror:

          


     

    
      8

      
        


    

    (A)          that the offer, if
          it is otherwise to expire prior thereto, shall be extended for at least twenty (20) days after any increase in the consideration offered or after any bona fide alternative offer is commenced;

     

    (B)          that the offer
          shall remain open until at least the latest of (1) the date the Board redeems the outstanding Rights; (2) if a Special Meeting is not duly requested in accordance with Section 23 (or is
          duly requested in accordance with Section 23 and is withdrawn within sixty (60) days following the end of the Board Evaluation Period), sixty (60) days following the end of the Board
          Evaluation Period; and (3) if a Special Meeting is duly requested in accordance with Section 23, ten (10) days after the date of such Special Meeting or, if no Special Meeting is held
          within the Special Meeting Period, ten (10) days following the last day of such Special Meeting Period;

     

    (C)          to consummate, as
          promptly as practicable upon successful completion of the offer, a second-step transaction whereby all shares of Common Stock not tendered into the offer shall be acquired at the same consideration per share of Common Stock actually paid pursuant
          to the offer, subject to stockholders’ statutory appraisal rights, if any; and

     

    (D)          that no amendments
          shall be made to the offer to reduce the consideration being offered or to otherwise change the terms of the offer in a way that is adverse to a tendering stockholder (other than extensions of the offer consistent with the terms thereof).

     

    For purposes of the definition of “Qualifying Offer,” “fully financed” shall
      mean that the offeror has sufficient funds for the offer and related expenses, which shall be evidenced by (x) firm, unqualified written commitments from responsible financial institutions having the necessary financial capacity, accepted by the
      offeror, to provide funds for such offer subject only to customary terms and conditions, (y) cash or cash equivalents then available to the offeror, set apart and maintained solely for the purpose of funding the offer with an irrevocable, legally
      binding written commitment being provided by the offeror to the Board to maintain such availability until the offer is consummated or withdrawn or (z) a combination of the foregoing, which evidence has been provided to the Company prior to, or upon,
      commencement of the offer.  If an offer becomes a Qualifying Offer in accordance with this definition, but subsequently ceases to be a Qualifying Offer as a result of the failure at a later date to continue to satisfy any of the requirements of this
      definition, such offer shall cease to be a Qualifying Offer, and the provisions of Section 23 shall no longer be applicable to such offer.

     

    “Qualifying Offer Resolution” shall have the meaning set
      forth in Section 23(c)(i).

     

    “Receiving Party” shall have the meaning set forth in the
      definition of “Derivatives Contract.”

     

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

     

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

     

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

     

    “Related Person” shall mean, as to any Person, any
      Affiliate or Associate of such Person.

     

    “Requisite Percentage” shall have the meaning set forth in
      Section 23(c)(i).

     

    “Right” shall mean a right initially representing the
      right to purchase one one-thousandth of one share of Series A Junior Participating Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designation attached hereto as Exhibit A, upon the terms and subject to the conditions set forth in this Agreement.

     

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

     

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

     

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

     

    “Special Meeting” shall have the meaning set forth in Section 23(c)(i).

     

    “Special Meeting Demand” shall have the meaning set forth
      in Section 23(c)(i).

     
     

    “Special Meeting Period” shall have the meaning set forth
      in Section 23(c)(ii).

     

    “Specified Percentage” shall mean 20% (twenty percent)
      when referring to the Beneficial Ownership of any Person.

     

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

     

    “Stock Acquisition Date” shall mean the first date of
      public announcement (which, for purposes of this definition, shall include a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an
      Acquiring Person has become such, or such other date, as determined by the Board, on which a Person has become an Acquiring Person.

     

    “Subsidiary” shall mean, with reference to any Person, any
      other Person of which (i) a majority of the voting power of the voting securities or equity interests is Beneficially Owned, directly or indirectly, by such first-mentioned Person or otherwise controlled by such first-mentioned Person or (ii) an
      amount of voting securities or equity interests sufficient to elect at least a majority of the directors (or other Persons similarly responsible for the direction of the business and affairs of such other Person) of such other Person is Beneficially
      Owned, directly or indirectly, by such first-mentioned Person, or otherwise controlled by such first-mentioned Person.

     

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

     

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

     

    
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    “Trading Day” shall mean a day on which the principal
      national securities exchange on which shares of an issuer’s common stock (or other security) are listed or admitted to trading is open for the transaction of business or, if such shares of common stock (or other security) are not listed or admitted
      to trading on any national securities exchange, a Business Day.

     

    “Triggering Event” shall mean a Flip-in Event or a
      Flip-over Event.

     

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

     

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

     

    Section 2.          Appointment of Rights Agent.  The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions of this Agreement,
          and the Rights Agent hereby accepts such appointment.  The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable (the term “Rights Agent” being used herein to refer, collectively, to the Rights Agent
          together with any such co-Rights Agents), upon ten (10) days’ prior written notice to the Rights Agent.  In the event the Company appoints one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights Agents shall be
          as the Company reasonably determines, provided that such duties are consistent with the terms and conditions of this Agreement and that contemporaneously with such appointment the
          Company shall notify, in writing, the Rights Agent and any co-Rights Agents of any such duties.  The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agents.

     

    Section 3.          Issuance of Rights Certificates.

     

    (a)          Until the earlier of the Distribution
          Time and the Expiration Time, (i) with respect to shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights shall be evidenced by the certificates for shares of Common Stock
          registered in the names of the holders of shares of Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) (which certificates or book entries for Common
          Stock shall be deemed also to be certificates or book entries for Rights), and not by separate certificates (or book entries), (ii) the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of
          uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common
          Stock and (iii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock.  As of and after the Distribution Time, the Rights shall be evidenced solely by such Rights Certificates, and the
          Rights Certificates and the Rights shall be transferable separately from the Common Stock.

     

    
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    (b)          The Company shall promptly notify the
          Rights Agent of a Distribution Time and request its transfer agent (if its transfer agent is not the Rights Agent) to give the Rights Agent a stockholder list together with all other relevant information.  As soon as practicable after the Rights
          Agent is notified of the Distribution Time and receives such information, the Rights Agent shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Time,
          at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit B (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein.  To the extent that a Flip-in Event has also occurred, the
          Company may implement such procedures, as it deems appropriate in its sole discretion (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), to minimize the possibility that Rights Certificates are
          received by Persons whose Rights would be null and void under Section 7(e) and provide reasonably prompt written notice thereof to the Rights Agent.  In the event that any adjustment in
          the number of Rights per share of Common Stock has been made pursuant to Section 11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and
          appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any
          fractional Rights.

     

    (c)          The Company shall make available, as
          promptly as practicable, a copy of a Summary of Rights, in substantially the form attached as Exhibit C (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Time.

     

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

     

    This certificate also evidences and entitles the holder hereof to certain rights (the “Rights”) as set forth in the Stockholder Rights Agreement, dated as of October 7, 2022 (as the same may be amended from time to time, the “Rights Agreement”), by and between Blackbaud, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company.  Under certain
      circumstances, as set forth in the Rights Agreement, the Rights shall be evidenced by separate certificates and will no longer be evidenced by this certificate.  The Company will mail to the holder of this certificate a copy of the Rights Agreement,
      as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor.

     

    Under certain circumstances set forth in the Rights Agreement, any Rights that are Beneficially Owned by any
      Person who is or was an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) or certain transferees of an Acquiring Person or of any such Related Person will become null and void and will no
      longer be transferable.

     

    
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    With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares to the extent required by applicable
      law.  With respect to certificated shares of Common Stock containing the foregoing legend, or any notice of the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Time or (ii) the Expiration
      Time, the Rights associated with such shares of Common Stock represented by certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form alone, and registered holders of such
      shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated
      with the shares of Common Stock represented by such certificates or book entries.  In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Time, any Rights associated with such
      shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding.  The omission of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights.

     

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

     

    Section 4.          Form of Rights Certificates.

     

    (a)          The Rights Certificates (and the forms
          of election to purchase and of assignment to be printed on the reverse thereof), when and if issued, shall each be substantially in the form set forth in Exhibit B and may have such
          marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are
          not inconsistent with the provisions of this Agreement, or as may be required to comply with any 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 customary usage.  Subject to Section 11 and Section 22, the Rights Certificates,
          whenever distributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the stock certificate evidencing such
          shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common Stock indicated in the books of the registrar and transfer agent), and on their face shall entitle the holders thereof to
          purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a share, the “Exercise Price”), but the amount and type of securities purchasable upon the exercise of each Right and the Exercise Price thereof shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a).

     

    (b)          Any Rights Certificate issued pursuant
          to Section 3(a), Section 11(a)(ii) or Section 22 that
          represents Rights Beneficially Owned by any Person known to be (i) an Acquiring Person or any Related Person of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee after the
          Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a
          transfer (whether or not for consideration) from the Acquiring Person (or any Related Person thereof) to holders of equity interests in such Acquiring Person (or any Related Person thereof) or to any Person with whom such Acquiring Person (or any
          Related Person thereof) has any continuing agreement, arrangement or understanding, whether or not in writing, regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, agreement, arrangement or
          understanding which has as a primary purpose or effect of avoidance of Section 7(e), and any Rights Certificate issued pursuant to Section


              6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible)
          the following legend:

     

    
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    The Rights represented by this Rights Certificate are or were Beneficially Owned by an Acquiring Person or a
      Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement, dated as of October 7, 2022 (as the same may be amended from time to time, the “Rights Agreement”), by and between Blackbaud, Inc. and American Stock Transfer & Trust Company, LLC) or a certain transferee of an Acquiring Person or of any such Related Person.  Accordingly, this Rights Certificate and the
      Rights represented hereby will become null and void in the circumstances specified in Section 7(e) of such Rights Agreement.

     

    The absence of the foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of this Agreement, including the
      provisions of Section 7(e).

     

    Section 5.          Countersignature and Registration.

     

    (a)          The Rights Certificates shall be
          executed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer, or any other authorized officer of the Company, either manually or by facsimile or other electronic signature.  The
          Rights Certificates shall be countersigned manually or by facsimile or other electronic signature by the Rights Agent and shall not be valid for any purpose unless so countersigned.  In case any officer of the Company who shall have signed or
          attested any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights
          Agent and issued and delivered by the Company with the same force and effect as though the person who signed or attested such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed or
          attested on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign or attest such Rights Certificate, although at the date of the execution of this
          Agreement any such person was not such an officer.

     

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

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

     

    (a)          Subject to Section 4(b), Section 7(e) and Section 14, at any time after the
          Close of Business on the Distribution Time, and at or prior to the Close of Business on the Expiration Time, any Rights Certificate (other than Rights Certificates representing Rights that have become null and void pursuant to Section 7(e), that have been redeemed pursuant to Section 23 or that have been exchanged pursuant to Section 24) may be transferred, split up, combined or exchanged for another Rights Certificate, entitling the registered holder to purchase a like number of one one-thousandths of a share of
          Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate surrendered then entitled such holder (or former holder in the case of a transfer) to
          purchase.  Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate shall make such request in writing delivered to the Rights Agent and shall surrender the Rights Certificate to be transferred, split up,
          combined or exchanged at the offices of the Rights Agent designated for such purpose.  Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer, split up, combination or exchange of
          any such surrendered Rights Certificate until the registered holder has properly completed and duly executed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and has provided such additional
          evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Related Persons thereof as the Company or the Rights Agent reasonably requests.  Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24,
          countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested.  The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be
          imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.  If and to the extent the Company does require payment of any such taxes or charges, the Company shall give the Rights Agent prompt written notice
          thereof and the Rights Agent shall not deliver any Rights Certificate unless and until it is satisfied that all such payments have been made, and the Rights Agent shall forward any such sum collected by it to the Company or to such Persons as the
          Company specifies by written notice.  The Rights Agent shall have no duty or obligation to take any action with respect to a Rights holder under this Agreement that requires the payment by such Rights holder of any tax or governmental charge
          unless and until the Rights Agent is satisfied that all such taxes and charges have been paid.

     

    (b)          Upon receipt by the Company and the
          Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a valid Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security satisfactory to them, and reimbursement to
          the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificates if mutilated, the Company shall prepare, execute and deliver a new Rights
          Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

     

    
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    Section 7.          Exercise of Rights; Exercise Price; Expiration Time of Rights.

     

    (a)          Subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions on exercisability set
          forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a)) in whole or in part at any time after the Distribution Time upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse
          side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may
          reasonably request together with payment of the aggregate Exercise Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to
          which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on October 2, 2023, or such later date as may
          be established by the Board as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Time”), (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which such Rights
          are exchanged pursuant to Section 24 or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f), at which time, the Rights are terminated (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Time”).

     

    (b)          The Exercise Price for each one
          one-thousandth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $313.00, and shall be subject to adjustment from time to time as provided in Section 11 and


          Section 13(a) and shall be payable in accordance with Section 7(c).

     

    (c)          Upon receipt of a Rights Certificate
          representing exercisable Rights, with the form of election to purchase and the certificate properly completed and duly executed, accompanied by payment, with respect to each Right so exercised, of the Exercise Price per one one-thousandth of a
          share of Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax or charge required to be paid by the holder of the Rights Certificate
          in accordance with Section 9(e), the Rights Agent shall, subject to Section 20(k), thereupon promptly (i) (A)
          requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-thousandths of a share of Preferred Stock (or
          fractions of shares that are integral multiples of one one-thousandth of a share of Preferred Stock) to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests or (B) if the Company has
          elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of
          a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company shall direct the
          depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14, (iii)
          after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder and (iv)
          after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate.  The payment of the Exercise Price (as such amount may be reduced pursuant to Section 11(a)(iii)) shall be made in cash or by certified bank check or bank draft payable to the order of the Company.  In the event that the Company is obligated to issue other securities (including Common Stock) of the
          Company, pay cash and/or distribute other property pursuant to Section 11(a), the Company shall 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 the terms of this Agreement, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities, cash and/or other
          property.  The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.

     

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

     

    (e)          Notwithstanding anything in this
          Agreement to the contrary, from and after the first occurrence of a Flip-in Event, any Rights Beneficially Owned by (i) an Acquiring Person or any Related Person of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
          Related Person) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming
          such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Related Person thereof) to holders of equity interests in such Acquiring Person (or any Related Person thereof)
          or to any Person with whom such Acquiring Person (or any Related Person thereof) has any continuing agreement, arrangement or understanding, whether or not in writing, regarding the transferred Rights or (B) a transfer which the Board has
          determined is part of an agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further
          action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.  The Company shall notify the Rights Agent in writing when this Section 7(e) applies and shall use commercially reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights or other Person (without limiting the rights of the Rights Agent
          under Section 18) as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or any of its Related Persons or transferees hereunder.

     

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

     

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

     

    Section 9.          Reservation and Availability of Capital Stock.

     

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

     

    (b)          So long as the shares of Preferred
          Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, if any) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use
          commercially reasonable efforts to cause, from and after such time as the Rights become exercisable, all shares (and other securities, if any) reserved for such issuance to be listed on such exchange, upon official notice of issuance upon such
          exercise.

     

    (c)          If the Company is required to file a
          registration statement pursuant to the Act with respect to the securities purchasable upon exercise of the Rights, the Company shall use commercially reasonable efforts to (i) prepare and file, as soon as practicable following the earliest date
          after the first occurrence of a Flip-in Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii),
          or as soon as is required by applicable law following the Distribution Time, as the case may be, a registration statement under the Act with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such
          registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the
          date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Time.  The Company shall also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the
          various states in connection with the exercisability of the Rights.  The Company may temporarily suspend (with prompt written notice to the Rights Agent), for a period of time not to exceed ninety (90) days after the date set forth in clause (i)
          of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective.  Upon any such
          suspension, the Company shall issue a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt written
          notice thereof to the Rights Agent) at such time as the suspension is no longer in effect.  In addition, if the Company determines that a registration statement is required following the Distribution Time, and a Flip-in Event has not occurred,
          the Company may temporarily suspend (with prompt written notice thereof to the Rights Agent) the exercisability of Rights until such time as a registration statement has been declared effective.  Notwithstanding any provision of this Agreement to
          the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification or exemption in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a
          registration statement shall not have been declared effective.

     

    
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    (d)          The Company shall take all such actions
          as may be necessary to ensure that all one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities, if any) delivered upon exercise of Rights shall, at the
          time of delivery of the certificates for such shares and/or other securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and non-assessable.

     

    (e)          The Company shall be responsible for
          the payment of any and all transfer taxes and governmental charges that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for a number of one one-thousandths of a share of Preferred Stock (or
          Common Stock and/or other securities) upon the exercise of Rights.  The Company shall not, however, be required to pay any tax or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or
          the issuance or delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights
          surrendered for exercise or to issue or deliver any certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) in a name other than that of the registered holder upon the exercise of
          any Rights until such tax has been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax or charge is due.

     

    Section 10.        Preferred Stock Record Date.  Each Person in whose name any certificate for shares of Preferred Stock (or Common Stock and/or other securities) is issued upon the
          exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of Preferred Stock (or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which
          the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such
          securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided,
          further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of
          Preferred Stock (or Common Stock and/or other securities) first become deliverable.  Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company
          with respect to shares or other securities for which the Rights are exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any
          proceedings of the Company, except as provided herein.

     

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

     

    (a)         (i)           In the event the Company at any time after the date of this Agreement (A) declares


          a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivides the outstanding Preferred Stock, (C) combines the outstanding Preferred Stock into a smaller number of shares or (D) issues any shares of its capital stock in
          a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving entity), except as otherwise provided in this Section 11(a) and Section 7(e), the Exercise 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 (or fractions thereof) of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the
          holder of any Right exercised after such time shall be entitled to receive, upon payment of the Exercise Price then in effect, the aggregate number and kind of shares (or fractions thereof) of Preferred Stock or capital stock, as the case may be,
          which, if such Right had been exercised immediately prior to such date and at a time when the applicable transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such
          dividend, subdivision, combination or reclassification.  If an event occurs that would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant
          to Section 11(a)(ii).

     

    (ii)          Subject to Section 24, in the event any Person (other than any Exempt Person) becomes an Acquiring Person (such event, a “Flip-in Event”), unless the event causing such Person to become an Acquiring Person is a Flip-over Event, then proper provision shall be made so that promptly following the Redemption Period, each holder of a Right (except as
          provided below and in Section 7(e)) thereafter has the right to receive, upon exercise thereof at a price equal to the then-current Exercise Price in accordance with the terms of this
          Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock as shall be equal to the result obtained by (A) multiplying the then-current Exercise Price by the number of one
          one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event and (B) dividing that product (which, following such first occurrence shall thereafter be referred to as
          the “Exercise Price” for each Right and for all purposes of this Agreement) by fifty percent (50%) of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of shares, the “Adjustment Shares”).

     

    
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    (iii)          In the event that
          the number of shares of Common Stock authorized by the Charter, but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii), the Board shall, to the extent permitted by applicable law and by any agreements or instruments then in effect to which the Company is a party, (A) determine the excess of
          (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (2) the Exercise Price (such excess being the “Spread”) and (B) with respect to each Right (subject to Section 7(e)), make adequate provision to
          substitute for some or all of the Adjustment Shares, upon the exercise of a Right and payment of the applicable Exercise Price, (1) cash, (2) a reduction in the Exercise Price, (3) shares or fractions of a share of preferred stock or other equity
          securities of the Company (including shares, or units of shares, of preferred stock, such as the Preferred Stock, which the Board has determined to have substantially the same value or economic rights as shares of Common Stock) (such shares of
          equity securities being herein called “Common Stock Equivalents”), (4) debt securities of the Company, (5) other assets or (6) any combination of the
          foregoing, having an aggregate value equal to the Current Value (less the amount of any reduction in the Exercise Price), where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment
          banking firm selected by the Board; provided, however, that if the Company has not made adequate provision to deliver value
          pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Redemption Period expires (the later of (x) and (y) being referred to herein as the “Flip-in Trigger Date”), then the Company shall be obligated to deliver, to the extent permitted by applicable law, upon the surrender for exercise of a Right
          and without requiring payment of the Exercise Price, shares of Common Stock (to the extent available), and then, if necessary, such number or fractions of shares of Preferred Stock (to the extent available) and then, if necessary, cash, which
          shares and/or cash have an aggregate value equal to the Spread.  If, upon the occurrence of a Flip-in Event, the Board determines in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance
          upon exercise in full of the Rights, the thirty (30)-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval
          for the authorization of such additional shares (such thirty (30)-day period, as it may be extended, the “Substitution Period”).  To the extent the
          Company determines that action should be taken pursuant to the first sentence or third sentence of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to
          seek such stockholder approval for authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof.  In the event of any such suspension, the
          Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect (with prompt written notice of such
          announcements to the Rights Agent).  For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share of Common Stock on
          the Flip-in Trigger Date, and the value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date.  The Board may establish procedures to allocate the right to receive shares of
          Common Stock upon the exercise of the Rights among holders of Rights pursuant to this Section 11(a)(iii).

     

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

     

    (c)          In case the Company fixes a record date
          for a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving entity) of evidences of indebtedness, cash (other than a
          regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or subscription rights,
          options or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in
          effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price per share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board, whose
          determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such
          subscription rights or warrants applicable to a share of Preferred Stock and the denominator of which shall be such Current Market Price per share of Preferred Stock.  Such adjustments shall be made successively whenever such a record date is
          fixed, and in the event that such distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price that would have been in effect if such record date had not been fixed.

     

    
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    (d)          (i)        For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the “Current Market Price” per share of common stock (or similar equity interest) of an issuer on any date shall be deemed to be the average of the daily Closing Prices per share of such common stock
          (or other security) for the thirty (30) consecutive Trading Days immediately prior to but not including such date, and for purposes of computations made pursuant to Section 11(a)(iii),
          the “Current Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of such Common
          Stock for the ten (10) consecutive Trading Days immediately following but not including such date; provided, however, that
          in the event that the Current Market Price per share of common stock (or other security) of an issuer is determined during a period following the announcement by the issuer of such common stock (or other security) of (A) a dividend or
          distribution on such common stock (or other security) payable in shares of such common stock (or other security) or securities convertible into shares of such common stock (or other security) (other than the Rights), or (B) any subdivision,
          combination or reclassification of such common stock (or other security), and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the
          commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the “Current Market Price”
          shall be properly adjusted, as determined in good faith by the Board, to take into account any trading during the period prior to such ex-dividend date or record date.  If an issuer’s shares of common stock (or other security) are not publicly
          held or not so listed or traded, “Current Market Price” per share shall mean the fair value per share as determined in good faith by the Board, whose
          determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

     

    (ii)       For the purpose of
          any computation hereunder, the “Current Market Price” per share of Preferred Stock shall be determined in the same manner as set forth above for the
          Common Stock in Section 11(d)(i) (other than the last sentence thereof).  If the Current Market Price per share of Preferred Stock cannot be determined in the manner provided above, or
          if the Preferred Stock is not publicly held or listed or traded in a manner described in Section 11(d)(i), the “Current Market Price” per share of Preferred Stock shall be conclusively deemed to be an amount equal to 1,000 (as such number may be appropriately adjusted for such events as stock splits, reverse stock splits,
          stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the Current Market Price per share of the Common Stock.  If neither the Common Stock nor the Preferred Stock is
          publicly held or so listed or traded, “Current Market Price” per share of the Preferred Stock shall mean the fair value per share as determined in good
          faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights.  For all purposes of this Agreement, the “Current Market Price” of one one-thousandth of a share of Preferred Stock shall be equal to the Current Market Price of one share of Preferred Stock divided by 1,000.

     

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

     

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

     

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

     

    (h)          Unless the Company has exercised its
          election as provided in Section 11(i), upon each adjustment of the Exercise Price as a result of the calculations made in Section 11(b)
          and Section 11(c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number
          of one-thousandths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (A) the number of one one-thousandths of a share covered by a Right immediately prior to this adjustment, by (B) the Exercise
          Price in effect immediately prior to such adjustment of the Exercise Price and (ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price.

     

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

     

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

     

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

     

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

     

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

     

    
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    (n)          The Company shall not, at any time
          after the Distribution Time, (i) consolidate with any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o)),
          (ii) merge with or into any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o)), or (iii) sell or
          transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning power aggregating to fifty percent (50%) or more of the assets, cash flow or earning power of the
          Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)),
          if (A) at the time of or immediately after such consolidation, merger, sale or transfer there are any rights, warrants or other instruments or securities outstanding or agreements in effect that would substantially diminish or otherwise eliminate
          the benefits intended to be afforded by the Rights or (B) prior to, simultaneously with or immediately after such consolidation, merger, sale or transfer, the stockholders of the Person who constitutes, or would constitute, the “Flip-over Party”
          for purposes of Section 13(a) shall have received a distribution of Rights previously owned by such Person or any of its Related Persons; provided,
          however, that this Section 11(n) shall not affect the ability of any Subsidiary of the Company to consolidate with, merge
          with or into, or sell or transfer assets of earning power to, any other Subsidiary of the Company.

     

    (o)          After the Distribution Time and as long
          as any Rights are outstanding (other than Rights that have become null and void pursuant to Section 7(e)), the Company shall not, except as permitted by Section 23, Section 24 or Section 27, take (or permit any Subsidiary to take) any action
          if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

     

    (p)          Notwithstanding anything in this
          Agreement to the contrary, in the event that the Company at any time after the Rights Dividend Declaration Date and prior to the Distribution Time (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common
          Stock, (ii) subdivides any outstanding shares of Common Stock, (iii) combines any of the outstanding shares of Common Stock into a smaller number of shares or (iv) issues any shares of its capital stock in a reclassification of the Common Stock
          (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving entity), then the number of Rights associated with each share of Common Stock then outstanding, or issued or
          delivered thereafter but prior to the Distribution Time, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event equals the result obtained by multiplying the
          number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and
          the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event.  The adjustments provided for in this Section 11(p)
          shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or reclassification is effected.  If an event occurs that would require an adjustment under Section 11(a)(ii) and this Section 11(p), the adjustments provided for in this Section 11(p) shall
          be in addition and prior to any adjustment required pursuant to Section 11(a)(ii).

     

    
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    Section 12.        Certificate of Adjusted Exercise Price or Number of Shares.  Whenever an adjustment is made as provided in Section 11
          or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for
          such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each
          holder of a Rights Certificate in accordance with Section 26.  Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail
          such summary 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 Section 13 shall be effective as of the date of the event giving rise to such adjustment.  The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment
          therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

     

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

     

    (a)          Subject to Section 23(c), in the event that, following the Stock Acquisition Date, directly or indirectly, (i) the Company shall consolidate with, or merge with and into, any other Person (other than a
          direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o)), and the Company is not the continuing or surviving entity of such
          consolidation or merger, (ii) any Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that complies with Section 11(o)) shall engage in a
          share exchange with or shall consolidate with, or merge with or into, the Company, and the Company is the continuing or surviving entity of such consolidation or merger and, in connection with such share exchange, consolidation or merger, all or
          part of the outstanding shares of Common Stock is converted into or exchanged for stock or other securities of any other Person or cash or any other property or (iii) the Company sells or otherwise transfers (or one or more of its direct or
          indirect, wholly-owned Subsidiaries sells or otherwise transfers) in one transaction or a series of related transactions, assets, cash flow or earning power aggregating to fifty percent (50%) or more of the assets, cash flow or earning power of
          the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any of its direct or indirect, wholly-owned Subsidiaries in one or more transactions each of which complies with Section 11(o)) (any event described in clause (i), (ii) or (iii) of this Section 13(a) following the Stock Acquisition Date, a “Flip-over Event”), then, and in each such case, proper provision shall be made so that: (A) each holder of a Right, except as provided in Section 7(e), shall have the right to receive upon the exercise thereof at the then-current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred
          Stock, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Flip-over Stock, not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the
          result obtained by (1) multiplying the then-current Exercise Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Event (or, if a
          Flip-in Event has occurred prior to the first occurrence of a Flip-over Event, multiplying the number of such one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a
          Flip-in Event by the Exercise Price in effect immediately prior to such first occurrence) and (2) dividing that product (which, following the first occurrence of a Flip-over Event, shall be referred to as the “Exercise Price” for each Right and
          for all purposes of this Agreement) by fifty percent (50%) of the Current Market Price (determined pursuant to Section 11(d)(i)) per share of the Flip-over Stock on the date of
          consummation of such Flip-over Event; (B) such Flip-over Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company”
          shall thereafter be deemed to refer to such Flip-over Party, it being specifically intended that the provisions of Section 11 shall apply only to such Flip-over Party following the
          first occurrence of a Flip-over Event; (D) such Flip-over Party shall take such steps (including the reservation of a sufficient number of shares of Flip-over Stock) in connection with the consummation of any such transaction as may be necessary
          to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (E) the provisions of Section 11(a)(ii) shall be of no effect following the first occurrence of any Flip-over Event.

     

    
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    (b)          “Flip-over Party” shall mean:

     

    (i)        in the case of any
          transaction described in Section 13(a)(i) or (ii), (A) the Person (including the Company as successor thereto or as the
          surviving entity) that is the issuer of any securities into which shares of Common Stock are converted or exchanged in such share exchange, consolidation or merger, or, if there is more than one such issuer, the issuer whose common stock (or
          similar equity interest) has the highest aggregate market value; and (B) if no securities are so issued, (1) the Person that is the other party to such merger, if such Person survives the merger, or, if there is more than one such Person, the
          Person whose common stock (or similar equity interest) has the highest aggregate market value, (2) if the Person that is the other party to such share exchange, consolidation or merger does not survive the merger, the Person that does survive the
          merger (including the Company, if it survives) or (3) the Person resulting from the consolidation; and

     

    (ii)       in the case of any
          transaction described in Section 13(a)(iii), the Person that is the party receiving the greatest portion of the assets, cash flow or earning power transferred pursuant to such
          transaction or transactions, or, if each Person that is a party to such transaction or transactions receives the same portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions or if the Person
          receiving the greatest portion of the assets, cash flow or earning power cannot be determined, whichever such Person the common stock (or similar equity interest) of which has the highest aggregate market value;

     

    provided, however,
        that in any such case described in the foregoing clause (i) or (ii) of this Section 13(b), (x) if the common stock (or similar equity interest) of such Person is not at such time and has
        not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person, the common stock (or similar equity interest) of which is and
        has been so registered, “Flip-over Party” shall refer to such other Person; (y) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the common stock (or similar equity interest) of two or more of which are and have
        been so registered, “Flip-over Party” shall refer to whichever of such Persons is the issuer of the common stock (or similar equity interest) having the greatest aggregate market value; and (z) if the common stock (or similar equity interest) of
        such Person is not at such time and has not been so registered and such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in
        the foregoing clauses (x) and (y) will apply to each of the chains of ownership having an interest in such joint venture as if such Person were a Subsidiary of both or all of such joint ventures, and the Flip-over Parties in each such chain shall
        bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interests.

     

    
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    (c)          The Company shall not consummate any
          Flip-over Event unless the Flip-over Party has a sufficient number of authorized shares of Flip-over Stock (or similar equity interest) which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance
          with this Section 13 and unless prior thereto the Company and such Flip-over Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms
          set forth in Section 13(a) and Section 13(b) and further providing that, as soon as practicable after the date of any
          exchange, consolidation, merger, sale or transfer of assets mentioned in Section 13(a), the Flip-over Party, at its own expense, shall:

     

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

     

    (ii)        qualify or register
          the Rights and take such action as may be required to ensure that any such acquisition of such securities purchasable upon exercise of the Rights under blue sky laws of each jurisdiction, as may be necessary or appropriate;

     

    (iii)       deliver to holders
          of the Rights historical financial statements for the Flip-over Party and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act;

     

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

     

    (v)        use its best efforts,
          if the common stock of the Flip-over Party is listed or admitted to trading on the Nasdaq, the NYSE or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities purchasable
          upon exercise of the Rights on the Nasdaq, the NYSE or on such securities exchange, or if the securities of the Flip-over Party that may be acquired upon exercise of the Rights are not listed or admitted to trading on the Nasdaq, the NYSE or on
          another national securities exchange, to cause the Rights and the securities purchasable upon exercise of the Rights to be authorized for quotation on any other system then in use; and

     

    (vi)       obtain waivers of any
          rights of first refusal or preemptive rights in respect of the common stock of the Flip-over Party subject to purchase upon exercise of outstanding Rights.

     

    
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    (d)          In case the Flip-over Party has, at any
          relevant time (including the time of the Flip-over Event or immediately thereafter), a provision in any of its authorized securities or in its certificate or articles of incorporation, bylaws or other instrument governing its affairs, or any
          other agreements or arrangements, which provision would have the effect of (i) causing such Flip-over Party to issue (other than to holders of Rights pursuant to this Section 13), in
          connection with, or as a consequence of, the consummation of a Flip-over Event, shares of common stock (or similar equity interests) of such Flip-over Party at less than the then Current Market Price or securities exercisable for, or convertible
          into, common stock of such Flip-over Party at less than such then Current Market Price; (ii) providing for any special payment, tax or similar provision in connection with the issuance of common stock of such Flip-over Party pursuant to this Section 13 or (iii) otherwise eliminating or substantially diminishing the benefits intended to be afforded by the Rights in connection with, or as a consequence of, a Flip-over Event, then
          in each such case, the Company may not consummate any such Flip-over Event unless prior thereto, the Company and such Flip-over Party have executed and delivered to the Rights Agent a supplemental agreement providing that the provision in
          question of such Flip-over Party has been cancelled, waived or amended, or that the authorized securities have been redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the consummation of
          such Flip-over Event.

     

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

     

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

     

    (g)          The provisions of this Section 13 shall similarly apply to successive exchanges, consolidations, mergers, sales or other transfers.  In the event that a Flip-over Event occurs at any time after the occurrence of a
          Flip-in Event, the Rights that have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).

     

    
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    Section 14.         Fractional Rights and Fractional Shares.

     

    (a)          The Company shall not be required to
          issue fractions of Rights, except prior to the Distribution Time as provided in Section 11, or to distribute Rights Certificates which evidence fractional Rights.  In lieu of such
          fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a
          whole Right.  For purposes of this Section 14(a), the current market value of a whole Right shall be the Closing Price of the Rights for the Trading Day immediately prior to the date on
          which such fractional Rights would have been otherwise issuable.

     

    (b)          The Company shall not be required to
          issue fractions of shares of Preferred Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of
          Preferred Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock).  Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a share may, at the election of the
          Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, however, 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 shares represented by
          such depositary receipts.  In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a share of Preferred Stock, the Company shall pay to the registered holders of Rights Certificates at the time
          such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred Stock.  For purposes of this Section


              14(b), the current market value of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise.

     

    (c)          Following the occurrence of a
          Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock, Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common
          Stock, Common Stock Equivalents or other securities.  In lieu of fractional shares of Common Stock, Common Stock Equivalents or other securities, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are
          exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common Stock, Common Stock Equivalents or such other securities.  For purposes of this Section 14(c), the current market value of one share of Common Stock or other security (other than a Common Stock Equivalent) shall be the Closing Price of one share of Common Stock or such other security, as applicable,
          for the Trading Day immediately prior to the date of such exercise, and the current market value of a Common Stock Equivalent shall be deemed to equal the Closing Price of one share of Common Stock for the Trading Day immediately prior to the
          date of such exercise.

     

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

     

    (e)          Whenever a payment for fractional
          Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the
          prices or 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 may rely upon such a certificate and has no duty with
          respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights
          Agent has received such a certificate and sufficient monies.

     

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

     

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

     

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

     

    (b)          after the Distribution Time, the Rights
          Certificates shall be transferable only on the registry books of the Rights Agent if surrendered at the offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the
          appropriate forms and certificates properly completed and duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request;

     

    (c)          subject to Section 6(a) and Section 7(f), the Company and the Rights Agent may deem and treat the Person in whose name a Rights Certificate
          (or, prior to the Distribution Time, any associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or any
          associated Common Stock certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e), shall be required to be affected by any notice to the contrary; and

     

    
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    (d)          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 its inability to perform any of its obligations under this Agreement by reason of any preliminary
          or permanent injunction or other order, decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any
          statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company shall use commercially reasonable efforts to have any such injunction, order, decree, judgment or ruling lifted or otherwise overturned as promptly as practicable.

     

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

     

    Section 18.         Concerning the Rights Agent.

     

    (a)          The Company agrees to pay to the Rights
          Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable and documented expenses and counsel fees
          and disbursements and other disbursements incurred in the preparation, negotiation, execution, delivery and amendment of this Agreement and the exercise and performance of its duties hereunder.  The Company also agrees to indemnify the Rights
          Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent for
          any action taken, suffered or omitted by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against
          any claim of liability.

     

    
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    (b)          The Rights Agent shall be authorized
          and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement in reliance upon any Rights Certificate or certificate
          for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be
          genuine and to be duly signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section
              20.  Unless the Rights Agent receives notice thereof, 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 with any event unless and until it has received notice of such event in writing.

     

    (c)          Notwithstanding anything in this
          Agreement to the contrary, in no case shall the Company be liable with respect to any action, proceeding, suit or claim against the Rights Agent unless, to the extent the Company is not also a party to such action, proceeding, suit or claim, the
          Rights Agent has notified the Company in accordance with Section 26 of the assertion of such action, proceeding, suit or claim against the Rights Agent, promptly after the Rights Agent
          has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to provide such notice promptly shall not affect the rights of the Rights Agent hereunder, except to the extent such failure actually prejudiced the Company.  The
          Company shall be entitled to participate, at its own expense, in the defense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim.  In the
          event the Company assumes such defense, the Company shall not thereafter be liable for the fees and expenses of any counsel retained by the Rights Agent, so long as the Company retains counsel satisfactory to the Rights Agent, in the exercise of
          its reasonable judgment, to defend such action, proceeding, suit or claim, and provided that the Rights Agent does not have defenses that are adverse to any defenses of the Company.  The Rights Agent agrees not to settle any litigation in
          connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

     

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

     

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

     

    (a)          Any Person into which the Rights Agent
          or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the
          stock transfer 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, however, that such Person would be eligible for appointment as a successor Rights Agent under Section 21.  In case at the time such successor Rights Agent succeeds to the agency created by this Agreement, any of the Rights Certificates has been countersigned but not delivered, any
          such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at the time any of the Rights Certificates has not been countersigned, any successor
          Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates
          and in this Agreement.

     

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

     

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

     

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

     

    (b)          Whenever in the performance of its
          duties under this Agreement the Rights Agent deems it necessary or desirable that any fact or matter (including the identity of any Acquiring Person and the determination of the Current Market Price) be proved or established by the Company prior
          to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the
          Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the Company, and delivered to the Rights Agent; and such certificate shall be full authorization and protection
          to the Rights Agent, and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in good faith by it under the provisions of this Agreement in reliance upon such certificate.

     

    (c)          The Rights Agent shall be liable
          hereunder only for its own and its employee’s, directors’, officers’ and agents’ gross negligence, bad faith or willful misconduct.

     

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

     

    
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    (e)          The Rights Agent shall not be under any
          responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its
          countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be responsible for any adjustment or calculation required
          under Section 11, Section 13, Section 14 or Section 24 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment or calculation (except
          with respect to the exercise of Rights evidenced by Rights Certificates subject to the terms and conditions hereof after actual notice of any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as
          to the authorization or reservation of any shares of Common Stock or Preferred Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock will, when so issued, be validly
          authorized and issued, fully paid and non-assessable.

     

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

     

    (g)          The Rights Agent is hereby authorized
          and directed to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the
          Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall incur no liability for or in respect of any action taken, suffered or omitted by it in good faith in accordance with instructions of 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, suffered or omitted to be taken by the Rights Agent under
          this Agreement and the date on or after which such action shall be taken or such omission shall be effective.  The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received from any such officer
          and shall not be liable for any action taken, suffered or omitted to be taken by the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application (which date shall not be less than
          five Business Days after the date any such officer of the Company actually receives such application, unless any such officer has consented in writing to an earlier date) unless, prior to taking any such action (or the effective date, in the case
          of an omission), the Rights Agent has received written instructions in response to such application specifying the action to be taken or omitted.

     

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

     

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

     

    
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    (j)          No provision of this Agreement shall
          require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there are reasonable grounds for believing that repayment of
          such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

     

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

     

    Section 21.        Change of Rights Agent.  The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice to
          the Company and, if such resignation or discharge occurs after the Distribution Time, to the holders of the Rights Certificates by first-class mail.  In the event any transfer agency relationship in effect between the Company and the Rights Agent
          terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination.  The Company may remove the Rights Agent or any successor Rights Agent
          upon no less than thirty (30) days’ notice to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, by registered or certified mail, and, if such removal occurs
          after the Distribution Time, to the holders of the Rights Certificates by first-class mail.  If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Company shall appoint a successor to the Rights Agent.  If the
          Company fails to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by any
          registered holder of a Rights Certificate (who shall, with such notice, submit such holder’s Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction
          for the appointment of a new Rights Agent.  Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or of any state of the United
          States (so long as such Person is authorized to do business as a banking institution in such state), in good standing, which is authorized under such laws to exercise corporate trust, stock transfer or stockholder services powers and is subject
          to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of such Person.  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 under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and
          transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose.  Not later than the effective date of any such
          appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and, if such appointment occurs after the Distribution Time, mail a notice
          thereof in writing to the registered holders of the Rights Certificates.  Failure to give any notice provided for in this Section 21 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.

     

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

     

    Section 23.         Redemption and Termination.

     

    (a)          The Board may, at its option, at any
          time prior to the earlier of (i) the Close of Business on the tenth (10th) day following the Stock Acquisition Date (or if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day
          following the Record Date) or (ii) the Final Expiration Time (such time being hereinafter referred to as the “Redemption Period”), cause the Company to
          redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction
          occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”).  Notwithstanding anything contained in
          this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time as the Company’s right of redemption hereunder has expired.  The Company may, at its option, pay the Redemption
          Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption) or any other form of consideration deemed appropriate by the Board.  The redemption of the Rights by the Board may be made
          effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.

     

    (b)          Immediately upon the action of the
          Board ordering the redemption of the Rights pursuant to Section 23(a) or such later time as the Board may establish for the effectiveness of such redemption, evidence of which shall
          have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each
          Right so held.  Within ten (10) days after the action of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice
          to the Rights Agent and to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Time, on the registry books of the transfer agent for the Common Stock; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such redemption.  Any
          notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice.  Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made.

     

    
      38

      
        


    

    (c)          (i)       In the event (A) the Company receives a Qualifying Offer, (B) a sufficient number of shares of Common Stock have been tendered into the Qualifying Offer and not withdrawn to meet the Minimum Tender Condition and (C)
          the Board has not redeemed the outstanding Rights or called a special meeting of stockholders for the purpose of voting on whether or not to exempt such Qualifying Offer from this Agreement, in each case, by the Close of Business on the date that
          is ninety (90) days following the commencement of such Qualifying Offer within the meaning of Rule 14d-2(a) of the Exchange Act Regulations (the “Board
            Evaluation Period”), the holders of record (or their duly authorized proxy) of at least 20% or more of shares of Common Stock then outstanding (excluding shares of Common Stock that are Beneficially Owned by the Person making the
          Qualifying Offer and such Person’s Related Persons) (the “Requisite Percentage”) may submit to the Board, no later than sixty (60) days following the end
          of the Board Evaluation Period, a written demand complying with the terms of this Section 23(c) (the “Special Meeting Demand”) directing the Board to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special
            Meeting”) a resolution exempting such Qualifying Offer from the provisions of this Agreement (the “Qualifying Offer Resolution”).  For purposes
          of a Special Meeting Demand, the record date for determining eligible holders of record shall be the thirtieth (30th) day following the commencement of such Qualifying Offer within the meaning of Rule 14d-2(a) of the Exchange Act Regulations. 
          Any Special Meeting Demand must be (1) delivered to the Secretary at the principal executive offices of the Company and (2) signed by the demanding stockholders (the “Demanding Stockholders”) or a duly authorized agent of the Demanding Stockholders.

     

    (ii)        After receipt of
          Special Meeting Demands in proper form and in accordance with this Section 23(c) from Demanding Stockholders holding the Requisite Percentage, the Board shall take such actions as it
          deems necessary or desirable to cause the Qualifying Offer Resolution to be so submitted to a vote of stockholders at a Special Meeting to be convened within ninety (90) days following the receipt of Special Meeting Demands from Demanding
          Stockholders holding the Requisite Percentage (the “Special Meeting Period”) by including a proposal relating to adoption of the Qualifying Offer
          Resolution in the proxy materials of the Company for the Special Meeting; provided, however, that if the Company at any time
          during the Special Meeting Period and prior to a vote on the Qualifying Offer Resolution enters into a Definitive Acquisition Agreement, the date of the Special Meeting may be extended, or the Special Meeting may be canceled, if the Qualifying
          Offer Resolution is separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement.  Subject to the requirements of applicable law, the Board may take a position in favor of or opposed to the adoption of the Qualifying
          Offer Resolution, or no position with respect to the Qualifying Offer Resolution, as it determines to be appropriate in the exercise of its fiduciary duties.

     

    
      39

      
        


    

    

    

    (iii)      In the event that no
          Person has become an Acquiring Person prior to the Exemption Date and the Qualifying Offer continues to be a Qualifying Offer and either (A) the Special Meeting has not been convened on or prior to the last day of the Special Meeting Period (the
          “Outside Meeting Date”) or (B) if, at the Special Meeting at which a quorum is present, a majority of shares of Common Stock outstanding as of the record
          date for the Special Meeting (excluding shares of Common Stock Beneficially Owned by the Person making the Qualifying Offer and such Person’s Related Persons) shall vote in favor of the Qualifying Offer Resolution, then the Qualifying Offer shall
          be exempt from the application of this Agreement in all respects to such Qualifying Offer as long as it remains a Qualifying Offer, such exemption to be effective on the Close of Business on the earlier of (1) the Outside Meeting Date or (2) the
          date on which the results of the vote on the Qualifying Offer Resolution at the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting, as the case may be (such earlier date, the “Exemption Date”).  Notwithstanding anything herein to the contrary, no action or vote by stockholders not in compliance with this Section 23(c) shall serve to exempt any offer or consummation thereof from the terms of this Agreement.  Immediately upon the Close of Business on the Exemption Date, and without any further
          action and without any notice, the right to exercise the Rights with respect to the Qualifying Offer will terminate and, notwithstanding anything in this Agreement to the contrary, the consummation of the Qualifying Offer shall not cause the
          offeror (or its Related Persons) to become an Acquiring Person, and the Rights shall immediately expire and have no further force and effect upon such consummation.

     

    Section 24.         Exchange.

     

    (a)          The Board may, at its option, at any
          time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section


              7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date
          hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”).  Notwithstanding the foregoing, the Board shall not be empowered to
          effect such exchange at any time after any Acquiring Person, together with all of its Related Persons, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock then outstanding.  From and after the occurrence of a Flip-over
          Event, any rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a).  Before effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”).  If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board) of the shares of Common Stock issuable pursuant to the exchange, and all or some (as designated by the Board) holders of Rights entitled to receive shares
          pursuant to the exchange shall be entitled to receive such shares (and any dividends paid or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the
          relevant terms and provisions of the Trust Agreement.

     

    
      40

      
        


    

    (b)          Immediately upon the effectiveness of
          the action of the Board ordering the exchange of any Rights pursuant to Section 24(a) 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 any such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio.  The Company shall promptly
          give public notice (with prompt written notice thereof to the Rights Agent) of any exchange.  The Company promptly thereafter shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear
          upon the registry books of the Rights Agent.  Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice.  Each such notice of exchange shall state the method by which the
          exchange of shares of Common Stock for Rights shall be effected and, in the event of any partial exchange, the number of Rights which will be exchanged.  Any partial exchange shall be effected pro rata based on the number of Rights (other than
          Rights which have become null and void pursuant to Section 7(e)) held by each holder of Rights.  Prior to effecting any exchange and registering shares of Common Stock in
          any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the
          Beneficial Owners thereof and their Related Persons (or former Beneficial Owners thereof and their Related Persons) as the Company reasonably requests in order to determine if such Rights are null and void.  If any Person fails to comply with
          such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e).  No failure to give, or any defect
          in, any notice provided under this Section 24(b) shall affect the validity of any exchange.  Any shares of Common Stock or other securities issued at the direction of the Board in
          connection herewith shall be validly issued, fully paid and non-assessable shares of Common Stock or of such other securities, as the case may be.

     

    (c)          Upon declaring an exchange pursuant to
          this Section 24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of
          ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void
          pursuant to Section 7(e).

     

    (d)          In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one
          one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the
          fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.

     

    (e)          In the event that there are not
          sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company
          shall take all such actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights.  In the event the Company, after good faith effort, is unable to take all such actions as may be necessary to
          authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof such that the
          current per share market price of one share of Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or
          fraction thereof.

     

    
      41

      
        


    

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

     

    Section 25.         Notice of Certain Events.

     

    (a)          In the event the Company proposes, at
          any time after the earlier of the Distribution Time or the Stock Acquisition Date, (i) to pay any dividend payable in stock of any class or series to the holders of Preferred Stock or to make any other distribution to the holders of Preferred
          Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock
          or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv)
          to effect any consolidation or merger into or with any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction which complies with Section 11(o)),
          or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of fifty percent (50%) or more of the assets, cash flow or
          earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights Certificate, to the extent
          feasible and in accordance with Section 26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or
          warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any
          such date is to be fixed, and such notice shall be so given in the case of any action covered by the foregoing clause (i) or (ii) at least twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for
          purposes of such action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever
          shall be the earlier; provided, however, that no such action shall be taken pursuant to this Section 25(a) that will or would conflict with any provision of the Charter; provided further
          that no such notice is required pursuant to this Section 25 if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of
          assets or earning power to, any other Subsidiary of the Company.

     

    
      42

      
        


    

    (b)          In case a Flip-in Event occurs, then,
          in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26, a notice
          of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii), and (ii) all references to Preferred Stock
          in Section 25(a) shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

     

    (c)          In case any Flip-over Event occurs, the
          Company shall, as soon as practicable thereafter, give to each registered holder of a Rights Certificate, to the extent feasible, and to the Rights Agent in accordance with Section 26,
          a written notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 13(a).

     

    Section 26.        Notices.  Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be
          sufficiently given or made if in writing and sent by first-class or express United States mail, FedEx or United Parcel Service or any other nationally recognized courier service, postage prepaid, addressed (until another address is filed in
          writing with the Rights Agent) or by electronic mail transmission (with telephonic confirmation of receipt) as follows:

     

    Blackbaud, Inc.

    65 Fairchild Street

    Charleston, South Carolina 29492

    Attention: General Counsel

     

    Telephone: (843) 216-6200

    Email: jon.olson@blackbaud.com

      

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

     

     
    	 	
            Vinson & Elkins L.L.P.

          	
            Vinson & Elkins L.L.P.

          
	 	
            845 Texas Avenue

          	
            1114 Avenue of the Americas

          
	 	
            Suite 4700

          	
            32nd Floor

          
	 	
            Houston, Texas 77002

          	
            New York, New York 10036

          
	 	
            Attention: Stephen M. Gill

          	
            Attention: Lawrence S. Elbaum

          
	 	
            Telephone: (713) 758-4458

          	
            Telephone: (212) 237-0084

          
	 	
            Email: sgill@velaw.com

          	
            Email: lelbaum@velaw.com

          


     

    

     Subject to Section 21, any notice or demand authorized by this Agreement to be given or made
      by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if in writing and sent by first-class or express United States mail, FedEx or United Parcel Service or any other nationally
      recognized courier service, postage prepaid, addressed (until another address is filed in writing with the Company) or by electronic mail transmission (with telephonic confirmation of receipt) as follows:

     

    
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    American Stock Transfer & Trust Company, LLC

    6201 15th Avenue

    Brooklyn, New York 11219

    Attention: DeVonna Reed

     

    Telephone: (718) 921-8542

    E-mail: Devonna.Reed@equiniti.com

    

    

    Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the
      Distribution Time, to the holder of shares of Common Stock) shall be sufficiently given or made if in writing, sent by first-class or express United States mail, FedEx or United Parcel Service or any other nationally recognized courier service,
      postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

     

    Section 27.       Supplements and Amendments.  Except as otherwise provided in this Section 27, the Company, by action of the
          Board, may from time to time and in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect without the approval of any holders of Rights (a) for
          so long as the Rights are redeemable, in any respect, and (b) at any time when the Rights are not redeemable, (i) to make any changes that the Company may deem necessary or desirable that do not materially adversely affect the interests of the
          holders of Rights (other than the Acquiring Person, any Related Person thereof or any transferee of any Acquiring Person or any Related Person thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein
          that may be inconsistent with any other provision herein, including any change in order to satisfy any applicable law, rule or regulation.  Without limiting the foregoing, the Company, by action of the Board, may, at any time before any Person
          becomes an Acquiring Person, amend this Agreement to make this Agreement inapplicable to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as
          they may apply with respect to any such transaction.  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 the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby and to ensure that an Acquiring Person and its
          Related Persons and transferees do not obtain the benefits thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights.  No supplement or amendment to this Agreement shall
          be effective unless duly executed by the Rights Agent and the Company.  The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided
          that the Company has delivered to the Rights Agent a certificate from the Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer of the Company, or any other authorized officer of the Company, that states that the
          proposed supplement or amendment complies with the terms of this Agreement.  Notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that adversely
          affects the Rights Agent’s own rights, duties, immunities or obligations under this Agreement.  Prior to the Distribution Time, the interests of the holders of Rights shall be deemed coincident with the interests of holders of shares of Common
          Stock.

     

    
      44

      
        


    

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

     

    Section 29.        Determination and Action by the Board.  The Board, or a duly authorized committee thereof, shall have the exclusive power and authority to administer this
          Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including the right and power to (a) interpret the provisions of
          this Agreement and (b) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination whether or not to redeem the Rights, to exchange the Rights or to amend this Agreement).  Without
          limiting any of the rights and immunities of the Rights Agent, all such actions, calculations, interpretations and determinations (including for purposes of the following clause (ii), all omissions with respect to the foregoing) which are done or
          made by the Board in good faith shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons and (ii) not subject the Board to any liability to the holders of the Rights.

     

    Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or
      any other tender offer or other acquisition proposal, or to recommend that holders of shares of Common Stock reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including the commencement,
      prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in
      good faith is necessary or appropriate in the exercise of its fiduciary duties.

     

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

     

    Section 31.         Tax Compliance and Withholding.  The Company hereby authorizes the Rights Agent to deduct from all payments disbursed by the Rights Agent to the holders of the Rights, if
          applicable, the tax required to be withheld pursuant to the Internal Revenue Code of 1986, as amended, or by any other applicable federal or state statutes in effect as of the date hereof or subsequently enacted, and to make the necessary returns
          and payments of such tax to the relevant taxing authority.  The Company will provide withholding and reporting instructions in writing to the Rights Agent from time to time as relevant, and upon request of the Rights Agent.  The Rights Agent
          shall have no responsibilities with respect to tax withholding, reporting or payment except as specifically instructed by the Company.

       

    
      45

      
        


    

    Section 32.        Severability.  If any term, provision, covenant or restriction of this Agreement or the Rights 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 and the Rights shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or
          restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this Agreement or the Rights would adversely affect the purpose or
          effect of this Agreement, the right of redemption set forth in Section 23 shall be reinstated and shall not expire until the Close of Business on the tenth (10th) day following the date of
          such determination by the Board.

     

    Section 33.        Governing Law; Submission to Jurisdiction.  This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws
          of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.  The Company and each holder of Rights hereby
          irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or
          proceeding arising out of or relating to this Agreement.  The Company and each holder of Rights acknowledge that the forum designated by this Section 33 has a reasonable relation to
          this Agreement and to such Persons’ relationship with one another.  The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or
          to the laying of venue of any such suit, action or proceeding brought in any court referred to in this Section 33.  The Company and each holder of Rights undertake not to commence any
          action subject to this Agreement in any forum other than the forum described in this Section 33.  The Company and each holder of Rights agree that, to the fullest extent permitted by
          applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Persons.

     

    Section 34.        Counterparts.  This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such
          counterparts shall together constitute but one and the same instrument.  Delivery of an executed signature page of the Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

     

    Section 35.         Descriptive Headings; Interpretation.  Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect
          the meaning or construction of any of the provisions hereof.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  Each reference in this Agreement to a period of time following or
          after a specified date or event shall be calculated without including such specified date or the day on which such specified event occurs.

     

    Section 36.       Force Majeure.  Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any liability for not performing, or a delay in the performance
          of, any act, duty, obligation or responsibility by reason of any occurrence beyond the reasonable control of the Rights Agent (including acts of God, terrorist acts, shortage of supply, breakdowns, interruptions or malfunctions of computer
          facilities, loss of data due to power failures, mechanical difficulties with information storage or retrieval systems, labor difficulties, pandemics, war and civil unrest).

     

      * * * * * * *

       

      

    

    
      46

      
        


    

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

       

    	 	
            BLACKBAUD, INC.

          
	 	 	 
	 	
            By:

          	
             /s/ Michael P. Gianoni

          
	 	 	
            Name:

          	
            Michael P. Gianoni

          
	 	 	
            Title:

          	
            President, Chief Executive Officer 

            and Director

          


      

    	 	
            AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

          
	 	 
	 	
            By:

          	
             /s/ Barbara J. Robbins

          
	 	 	
            Name:

          	
            Barbara J. Robbins

          
	 	 	
            Title:

          	
            Sr. Vice President

          


    

    

    Rights Agreement  

    
      
        


    

    
    Exhibit A

     

    

    FORM OF

    CERTIFICATE OF DESIGNATION

    OF

    SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

    OF

    BLACKBAUD, INC.

     

    Pursuant to Section 151 of the  

    General Corporation Law of the State of Delaware

     

    The undersigned hereby certifies that the following resolution was duly adopted by the board of directors of Blackbaud, Inc., a Delaware corporation
      (the “Corporation”), on October 7, 2022:

     

    RESOLVED, that pursuant to the authority vested in the board of directors of the Corporation (the “Board”) by the Corporation’s Amended and Restated Certificate of Incorporation (the “Charter”), the Board
      hereby creates, authorizes and provides for the issue of a series of Preferred Stock, par value $0.001 per share, of the Corporation, to be designated “Series A Junior Participating Preferred Stock” (hereinafter referred to as the “Series A Preferred Stock”), initially consisting of 180,000 shares, and to the extent that the designations, powers, preferences and relative and other special
      rights and the qualifications, limitations or restrictions of the Series A Preferred Stock are not stated and expressed in the Charter, hereby fixes and herein states and expresses such designations, powers, preferences and relative and other special
      rights and the qualifications, limitations and restrictions thereof, as follows:

     

    Section 1.  Designation and Amount.  The shares of such series shall be designated as “Series A Junior Participating Preferred Stock,” and the number of shares constituting such series shall be 180,000.  Such number of shares may be increased or decreased by
        resolution of the Board; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to
        a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation
        convertible into Series A Preferred Stock.

     

    
      A-1

      
        


    

    
    Section 2.  Dividends and Distributions.

     

    (a)          Subject to the prior and superior
          rights of the holders of any shares of any series of Preferred Stock (as defined in the Charter) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in
          preference to the holders of common stock, par value $0.001 per share, of the Corporation (the “Common Stock”) shall be entitled to receive, when, as and
          if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last business day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of
          Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash
          dividends, plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by
          reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a
          share of Series A Preferred Stock.  In the event the Corporation, at any time after October 7, 2022 (the “Rights Declaration Date”), (x) declares any
          dividend on Common Stock payable in shares of Common Stock, (y) subdivides the outstanding Common Stock or (z) combines the outstanding Common Stock into a smaller number of shares, then in each case the amount to which holders of shares of
          Series A Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock
          outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     

    (b)          The Corporation shall declare a
          dividend or distribution on the Series A Preferred Stock as provided in Section 2(a) above immediately after it declares a dividend or distribution on the Common Stock (other than a
          dividend payable in shares of Common Stock); provided, however, that, in the event no dividend or distribution shall have
          been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, subject to the prior and superior rights of the holders of any shares of any series of
          Preferred Stock ranking prior to and superior to the shares of Series A Preferred Stock with respect to dividends, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend
          Payment Date.

     

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

     

    
      A-2

      
        


    

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

     

    (a)          Subject to the provision for adjustment
          hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation.  In the event the Corporation at any time after the Rights
          Declaration Date (i) declares any dividend on Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding Common Stock or (iii) combines the outstanding Common Stock into a smaller number of shares, then in each such case the
          number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common
          Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     

    (b)          Except as otherwise provided herein or
          by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote collectively as one class on all matters submitted to a vote of stockholders of the Corporation.

     

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

     

    Section 4.  Certain Restrictions.

     

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

     

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

     

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

     

    
      A-3

      
        


    

    (iii)      redeem or purchase or
          otherwise acquire for consideration shares of any capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock other than (A) such redemptions or purchases that may be
          deemed to occur upon the exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any performance shares, restricted stock, restricted stock units or other equity awards to the extent that
          such shares represent all or a portion of (x) the exercise or purchase price of such options, warrants or similar rights or other equity awards or (y) the amount of withholding taxes owed by the holder of such award in respect of such grant,
          exercise, vesting or lapse of restrictions; (B) such purchases necessary to satisfy the issuance of any shares upon the exercise or to satisfy the vesting and settlement of any options, warrants or similar rights or other equity awards pursuant
          to the terms of the Corporation’s equity plans maintained for the benefit its employees, directors and other service providers; or (C) the repurchase, redemption or other acquisition or retirement for value of any such shares from employees,
          directors, former directors, consultants or former consultants of the Corporation or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreement pursuant to which such shares were acquired; provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any capital stock of the Corporation ranking
          junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

     

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

     

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

     

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

     

    Section 6.  Liquidation, Dissolution or Winding Up.

     

    (a)          Upon any liquidation (voluntary or
          otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred
          Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such
          payment (the “Series A Liquidation Preference”).  Following the payment of the full amount of the Series A Liquidation Preference, no additional
          distributions shall be made to the holders of shares of Series A Preferred Stock unless, prior thereto, the holders of shares of Common Stock have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in Section


              6(c) below to reflect such events as stock splits, reverse stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”).  Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Preferred Stock and
          Common Stock, respectively, and the payment of liquidation preferences of all other shares of capital stock which rank prior to or on a parity with Series A Preferred Stock, holders of Series A Preferred Stock and holders of shares of Common
          Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

     

    
      A-4

      
        


    

    (b)          In the event, however, that there are
          not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Preferred Stock, then such
          remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences.  In the event, however, that there are not sufficient assets available to permit payment in full of the
          Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

     

    (c)          In the event the Corporation at any
          time after the Rights Declaration Date (i) declares any dividend on Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding Common Stock or (iii) combines the outstanding Common Stock into a smaller number of shares, then
          in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after
          such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     

    Section 7.  Consolidation, Merger, Etc.  In case the Corporation enters into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other
        property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the
        aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, for which or into which each share of Common Stock is exchanged or changed.  In the event the Corporation at any time after the Rights
        Declaration Date (a) declares any dividend on Common Stock payable in shares of Common Stock, (b) subdivides the outstanding Common Stock or (c) combines the outstanding Common Stock into a smaller number of shares, then in each such case the
        amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock
        outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     

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

     

    
      A-5

      
        


    

    
    Section 9.  Ranking.  The


        Series A Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, whether or not upon the dissolution, liquidation or winding up of the Corporation,
        unless the terms of any such series provides otherwise.

     

    Section 10.  Amendment.  The Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of
        two-thirds of the outstanding shares of Series A Preferred Stock, voting separately as a class.

     

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

     

     * * * * * * *

     

      

  

  
    A-6

    
      


  

  
    IN WITNESS WHEREOF, the
        Corporation has executed this Certificate of Designation as of October 7, 2022.

     

    	 	
            BLACKBAUD, INC.

          
	 	 
	 	
            By:

          	

          	 
	 	 	
            Name:

          	 
	 	 	
            Title:

          	 


     

    

    
      Certificate of Designation

       

      

    

    
      
        


    

    
    Exhibit B

     

    [Form of Rights Certificate]

     

    Certificate No. R-          __________ Rights

     

    NOT EXERCISABLE AFTER OCTOBER 2, 2023 OR LATER AS SET FORTH IN THE RIGHTS AGREEMENT OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY.  AS SET FORTH IN THE RIGHTS
      AGREEMENT, THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN “ACQUIRING PERSON” OR
      ANY “RELATED PERSON” OF AN “ACQUIRING PERSON” (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BECOME NULL AND VOID.

     

    [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN “ACQUIRING PERSON” OR A “RELATED PERSON” OF AN
      “ACQUIRING PERSON” (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY SHALL BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1

     

      

    
      
 

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

     

    
      B-1

      
        


    

    RIGHTS CERTIFICATE

     

    BLACKBAUD, INC.

     

    This certifies that __________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the
      owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of October 7, 2022 (as amended from time to time in accordance with its terms, the “Rights Agreement”), by and between Blackbaud, Inc., a Delaware corporation (the “Company”), and American Stock Transfer &
      Trust Company, LLC, the rights agent (and any successor rights agent, the “Rights Agent”), to purchase from the Company at any time prior to 5:00 P.M. (New
      York City time) on October 2, 2023 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock,
      par value $0.001 per share (the “Preferred Stock”), of the Company, at an exercise price of $313.00 per one one-thousandth of a share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and
      duly executed.  The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as
      of October 7, 2022, based on the Preferred Stock as constituted at such date.  The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that, upon any exercise of
      Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.  Capitalized terms used but not defined herein shall having the meanings specified in the Rights Agreement.

     

    Upon the occurrence of a Flip-in Event, if the Rights evidenced by this Rights Certificate are Beneficially Owned by (i) an Acquiring Person or a
      Related Person of an Acquiring Person, (ii) a transferee of any such Acquiring Person or Related Person or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring
      Person or a Related Person of such Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event.

     

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

     

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

     

    
      B-2

      
        


    

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

     

    Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may, in each case at the option of the Company, be
      (i) redeemed by the Company at a redemption price of $0.001 per Right or (ii) exchanged in whole or in part for shares of common stock, par value $0.001 per share, of the Company.  Immediately upon the action of the Board of Directors of the Company
      authorizing redemption, the Rights shall terminate and the only right of the holders of Rights shall be to receive the redemption price.

     

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

     

    No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred
      Stock or of any other securities of the Company which may at any time be issuable on the exercise 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 Rights Certificate shall have been exercised as provided in the
      Rights Agreement.

     

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

       

     * * * * * * *

     

    

    
      B-3

      
        


    

    

    

    WITNESS the facsimile
        signature of the proper officer of the Company.

     

    	
            Dated as of _______ __, 20__

          	  
	 	
            BLACKBAUD, INC.

          
	 	 
	 	
            By:

          	

          
	 	 

          	Name:
	 	 

          	Title:


     
    	
            Countersigned:

          
	 
	
            AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

          
	 
	
            By:

          	
            

            

          	 
	 	
            Name:

          
	 	
            Title:

          


    

    

    
      B-4

      
        


    

    [Form of Reverse Side of Rights Certificate]

     

    FORM OF ASSIGNMENT

     

    (To be executed by the registered holder if such

     

    holder desires to transfer the Rights Certificate.)

      

    

    
      	FOR VALUE RECEIVED	

            	hereby sells, assigns and transfers unto	

            


      

      

      	
               

            	
               

            
	(Please print name and address of transferee)


    

     

    

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

    

    

    
      	Dated: 	

            	,	 	 
	

            	 
	

            	 
	Signature
	 
	Signature Guaranteed:


    

      

    
      B-5

      
        


    

    CERTIFICATE

     

    The undersigned hereby certifies by checking the appropriate boxes that:

     

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

     

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

     

    
      
        	Dated: 	

              	,	 	 
	

              	 
	

              	 
	Signature
	 
	Signature Guaranteed:


      

    

     

    
      B-6

      
        


    

    NOTICE

     

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

     

    In the event the certification set forth above is not completed, the Company shall deem the Beneficial Owner of the Rights evidenced by this Rights
      Certificate to be an Acquiring Person or a Related Person thereof (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, shall affix a legend to that effect on any Rights Certificates issued in exchange for this Rights
      Certificate.

     

    
      B-7

      
        


    

    FORM OF ELECTION TO PURCHASE

     

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

     

    TO: BLACKBAUD, INC.

     

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

     

    
      
        	Please insert social security	
                 

              	
                 

              
	or other identifying number:	

              	 


      

    

       

    
      	 	 
	(Please print name and address)	 
	 	 
	

            	 


    

     

    

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

     

    
      	Please insert social security	
               

            	
               

            
	or other identifying number:	

            	 


    

     

    

    
      
        	 	 
	(Please print name and address)	 
	 	 
	

              	 


        

        

        	Dated: 	

              	,	 	 
	

              	 
	

              	 
	Signature
	 
	Signature Guaranteed:


      

    

     

    

    
      B-8

      
        


    

    CERTIFICATE

     

    The undersigned hereby certifies by checking the appropriate boxes that:

     

    (1)  the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person
      or a Related Person of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and

     

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

     

    
      
        	Dated: 	

              	,	 	 
	

              	 
	

              	 
	Signature
	 
	Signature Guaranteed:


      

    

        

    
      B-9

      
        


    

    NOTICE

     

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

     

    In the event the certification set forth above is not completed, the Company shall deem the Beneficial Owner of the Rights evidenced by this Rights
      Certificate to be an Acquiring Person or a Related Person thereof (as such terms are defined in the Rights Agreement), and the Election to Purchase will not be honored.

     

    
      B-10

      
        


    

    
    Exhibit C

     

    SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

     

    On October 7, 2022, the board of directors (the “Board”)
      of Blackbaud, Inc., a Delaware corporation (the “Company”), adopted a stockholder rights agreement and declared a dividend of one right (a “Right”) for each outstanding share of Company common stock, par value $0.001 per share (“Common Stock”), to stockholders of record at the close of business on October 17, 2022 (the “Record Date”).  Each Right entitles
      its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (“Preferred Stock”), of the Company at an exercise price of $313.00 per Right, subject to adjustment.  The description and terms of the Rights are set forth in a stockholder rights agreement,
      dated as of October 7, 2022 (the “Rights Agreement”), between the
      Company and American Stock Transfer & Trust Company, LLC, as rights agent (and any successor rights agent, the “Rights Agent”).

     

    The Rights Agreement should not interfere with any merger or other business combination approved by the Board, and the rights plan also has an
      exception for qualifying offers as described below.

     

    The Rights. 


        The Rights will attach to any shares of Common Stock that become outstanding after the Record Date and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances
        described in the Rights Agreement.

     

    Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case of uncertificated
      shares of Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the Rights Agreement by reference, and the Rights are transferable with and only with the underlying shares of
      Common Stock.

     

    Until the Distribution Time, the surrender for transfer of any shares of Common Stock will also constitute the transfer of the Rights associated with
      those shares.  As soon as practicable after the Distribution Time, separate rights certificates will be mailed to holders of record of Common Stock as of the Distribution Time.  From and after the Distribution Time, the separate rights certificates
      alone will represent the Rights.

     

    The Rights are not exercisable until the Distribution Time.  Until a Right is exercised, its holder will have no rights as a stockholder of the
      Company, including the right to vote or to receive dividends.

     

    Separation and Distribution of Rights;
        Exercisability.  Subject to certain exceptions, the Rights become exercisable and trade separately from Common Stock only upon the “Distribution Time,” which occurs upon the earlier of:  

     

    

    
      C-1

      
        


    

    	

          	•	
            the close of business on the tenth (10th) day after the “Stock Acquisition Date” (which is defined as (a)
              the first date of public announcement that any person or group has become an “Acquiring Person,” which is defined as a person or group that, together
              with its affiliates and associates, beneficially owns 20% or more of the outstanding shares of Common Stock (with certain exceptions, including those described below) or (b) such other date, as determined by the Board, on which a person or
              group has become an Acquiring Person) or

          


     

    	

          	•	
            the close of business on the tenth (10th) business day (or such later date as may be determined by the Board prior to such time as any person or group becomes an Acquiring Person) after the
              commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.

          


     

    An Acquiring Person does not include:

     

    	

          	•	
            the Company or any subsidiary of the Company;

          


     

    	

          	•	
            any officer, director or employee of the Company or any subsidiary of the Company in his or her capacity as such;

          


     

    	

          	•	
            any employee benefit plan of the Company or of any subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company
              for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of the Company or any subsidiary of the Company; or

          


     

    	

          	•	
            any person or group that, together with its affiliates and associates, as of immediately prior to the first public announcement of the adoption of the Rights Agreement, beneficially owns 20% or more
              of the outstanding shares of Common Stock so long as such person or group continues to beneficially own at least 20% of the outstanding shares of Common Stock and does not acquire shares of Common Stock to beneficially own an amount equal to
              or greater than the greater of 20% and the sum of the lowest beneficial ownership of such person or group since the public announcement of the adoption of the Rights Agreement plus one share of Common Stock.

          


     

     In addition, the Rights Agreement provides that no person or group will become an Acquiring Person as a result of share purchases or issuances
      directly from the Company or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring Person if the Board determines that such person or group has become an Acquiring Person inadvertently and such
      person or group as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring Person.

     

    Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of the
      underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended, are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by
      the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts.

     

    
      C-2

      
        


    

    Expiration Time.  The Rights will expire on the earliest to occur of (a) the close of business on October 2, 2023, or such later date as may be established by the Board as long as the extension is submitted to the stockholders of the Company for
        ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Time”), (b) the time at which the Rights are
        redeemed or exchanged by the Company (as described below) or (c) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board before
        any person or group becomes an Acquiring Person (the earliest of (a), (b) and (c) being herein referred to as the “Expiration Time”).

     

    Qualifying Offers.  The provisions of the Rights Agreement do not apply with respect to any Qualifying Offer (as defined below) if the holders of a majority of the outstanding shares of Common Stock (other than shares held by the person making the Qualifying
        Offer or such person’s affiliates or associates) vote in favor of a resolution exempting the Qualifying Offer from the provisions of the Rights Agreement.

     

    A “Qualifying Offer” is defined as an offer determined by
      the Board in good faith to be:

     

    	

          	•	
            a fully financed all-cash tender offer or an exchange offer that has commenced under Securities and Exchange Commission rules and is for shares of common stock of the offeror or a combination of cash
              and such shares of common stock, in each case for all of the outstanding shares of Common Stock at the same per-share consideration;

          


     

    	

          	•	
            an offer that is conditioned only on customary terms and conditions and on the tender of a minimum of at least a majority of (a) the shares of Common Stock outstanding on a fully diluted basis and
              (b) the outstanding shares of Common Stock not held by the offeror (or its affiliates or associates) (which minimum tender condition shall not be waivable);

          


     

    	

          	•	
            an offer that includes a representation by the offeror that neither the offeror nor its subsidiaries, nor any Related Person thereof, is or has been an “interested stockholder” (as defined in Section
              203 of the General Corporation Law of the State of Delaware, as may be amended from time to time) at any time within the three (3) year period immediately prior to the date of the offer; and

          


     

    	

          	•	
            an offer pursuant to which the Company has received an irrevocable, legally binding written commitment by the offeror as to the offer period, the consummation of a second-step transaction as promptly
              as practicable upon successful completion of the offer and that no amendments will be made to change the terms of the offer in a way that is adverse to a tendering stockholder.

          


     

    Flip-in Event.  In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right
        (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon
        exercise, Common Stock having a value equal to two times the exercise price of the Right.

     

    
      C-3

      
        


    

    For example, at an exercise price of $300.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a
      Flip-in Event would entitle its holder to purchase $600.00 worth of Common Stock for $300.00.  Assuming that Common Stock had a per share value of $50.00 at that time, the holder of each valid Right would be entitled to purchase 12 shares of Common
      Stock for $300.00.

     

    Flip-over Event.  In the event that, at any time following the Stock Acquisition Date, any of the following occurs (each, a “Flip-over Event”):

     

    	

          	•	
            the Company consolidates with, or merges with and into, any other entity, and the Company is not the continuing or surviving entity;

          


     

    	

          	•	
            any entity engages in a share exchange with or consolidates with, or merges with or into, the Company, and the Company is the continuing or surviving entity and, in connection with such share
              exchange, consolidation or merger, all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property; or

          


     

    	

          	•	
            the Company sells or otherwise transfers, in one transaction or a series of related transactions, fifty percent (50%) or more of the Company’s assets, cash flow or earning power,

          


     

    each holder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock of the acquiring
      company having a value equal to two times the exercise price of the Right.

     

    Preferred Stock Provisions.  Each share of Preferred Stock, if issued: will not be redeemable, will entitle the holder thereof to quarterly dividend payments
        equal to the greater of $1.00 per share and 1,000 times the amount of all cash dividends plus 1,000 times the amount of non-cash dividends or other distributions paid on one share of Common Stock, will entitle the holder thereof to receive $1,000
        plus accrued and unpaid dividends per share upon liquidation, will have the same voting power as 1,000 shares of Common Stock and, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, will entitle the holder
        thereof to a per share payment equal to the payment made on 1,000 shares of Common Stock.

     

    Anti-dilution Adjustments.  The exercise price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution:

     

    
      C-4

      
        


    

    	

          	•	
            in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock,

          


     

    	

          	•	
            if holders of the Preferred Stock are granted certain rights, options or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred
              Stock or

          


     

    	

          	•	
            upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those
              referred to above).

          


     

    With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least one percent (1%) of the
      exercise price.  No fractional shares of Preferred Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise.

     

    Redemption; Exchange.  At any time prior to the earlier of (i) the tenth (10th) day following the Stock Acquisition Date or (ii) the Final Expiration Time, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per
        Right (subject to adjustment and payable in cash, Common Stock or other consideration deemed appropriate by the Board).  Immediately upon the action of the Board authorizing any redemption, the Rights will terminate and the only right of the
        holders of Rights will be to receive the redemption price.

     

    At any time after any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial owner of fifty percent (50%) or
      more of the outstanding shares of Common Stock, the Company may exchange the Rights (other than Rights owned by the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or
      associate, whose Rights will have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock
      having equivalent rights, preferences and privileges), per Right (subject to adjustment).

     

    Amendment of the Rights Agreement.  The Company and the Rights Agent may from time to time amend or supplement the Rights Agreement without the consent of the holders of the Rights.  However, from and after the time when the Rights are no longer
        redeemable, no amendment can materially adversely affect the interests of the holders of the Rights (other than the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or
        associate).

     

    Miscellaneous.  While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or
        other consideration) or for common stock of the acquiring company or in the event of the redemption of the Rights as described above.

     

    Additional Information.  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 and a registration statement on Form 8-A.  A copy of the Rights Agreement is also
        available free of charge from the Company.

     

     * * * * * * *

     

    

    This description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is
      incorporated herein by reference.

       

     

    

     C-5