Exhibit 4.1




EXECUTION VERSION


 





 



 


Loral Space & Communications Inc.


 


and


 


Computershare Trust Company, N.A,


as Rights Agent


 


Rights Agreement


 


Dated as of November 23, 2020


 





 



 






     

    


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1.	Certain Definitions	1
	Section 2.	Appointment of Rights Agent	6
	Section 3.	Issue of Right Certificates	6
	Section 4.	Form of Right Certificates	7
	Section 5.	Countersignature and Registration	7
	Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	8
	Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	9
	Section 8.	Cancellation and Destruction of Right Certificates	10
	Section 9.	Status and Availability of Preferred Shares	10
	Section 10.	Preferred Shares Record Date	12
	Section 11.	Adjustment of Purchase Price, Number of Shares or Number of Rights	12
	Section 12.	Certificate of Adjustment	18
	Section 13.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	19
	Section 14.	Fractional Rights and Fractional Shares	19
	Section 15.	Rights of Action	21
	Section 16.	Agreement of Right Holders	21
	Section 17.	Right Certificate Holder Not Deemed a Stockholder	22
	Section 18.	Concerning the Rights Agent	22
	Section 19.	Merger or Consolidation or Change of Name of Rights Agent	23
	Section 20.	Duties of Rights Agent	23
	Section 21.	Change of Rights Agent	27
	Section 22.	Issuance of New Right Certificates	27
	Section 23.	Redemption	28
	Section 24.	Exchange	28
	Section 25.	Notice of Certain Events	30
	Section 26.	Notices	30
	Section 27.	Supplements and Amendments	31
	Section 28.	Successors	32
	Section 29.	Benefits of this Agreement	32
	Section 30.	Severability	32
	Section 31.	Governing Law and Forum Selection	32
	Section 32.	Counterparts	33
	Section 33.	Descriptive Headings	33
	Section 34.	Administration	33
	Section 35.	Book Entry	33
	Section 36.	Force Majeure	34
	 	 	 
	Exhibit A	Form of
Certificate of Designation of Series A Junior Participating Preferred Stock	 
	 	 	 
	Exhibit B	Form of
Right Certificate	 
	 	 	 
	Exhibit C	Summary
of Rights to Purchase Preferred Shares	 


 






     

    


    

 


RIGHTS AGREEMENT


 


Rights Agreement, dated
as of November 23, 2020 (this “Agreement”), between Loral Space & Communications Inc., a Delaware
corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the
 “Rights Agent”).


 


WHEREAS, The Board of
Directors of the Company (the “Board of Directors”) has approved a Transaction Agreement and Plan of Merger
(the “Integration Agreement”) relating to the “Integration” of the equity of Telesat Canada (the
 “Integration”), and the approval of the Integration Agreement is conditioned upon the affirmative vote (the
 “Majority of the Minority Vote”) of the holders of a majority of the Unaffiliated Shares (as hereinafter defined).


 


WHEREAS, The Board of
Directors believes that the Integration Agreement is in the best interest of the stockholders of the Company, and desires to preserve
the integrity of the Majority of the Minority Vote.


 


WHEREAS, Polaris objects
to the Majority of the Minority Vote in the Integration Agreement and has expressed a concern that the Majority of the Minority
Vote may be compromised by a party seeking to acquire a large position in the Unaffiliated Shares for the purpose of obtaining
a private benefit in exchange for its vote in favor of the Integration.


 


WHEREAS, The Board of
Directors has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each
Voting Common Share and share of Non-Voting Common Stock outstanding on the Close of Business on December 4, 2020 (the “Record
Date”) and has authorized the issuance of one Right with respect to each additional Common Share that shall become outstanding
between the Record Date and the earliest of the Close of Business on the Distribution Date, the Redemption Date, and the Close
of Business on the Final Expiration Date (as such terms are hereinafter defined), and certain additional Common Shares that shall
become outstanding after the Distribution Date as provided in Section 22 of this Agreement, each Right representing the right
to purchase one one-thousandth of a Preferred Share (as hereinafter defined), or such different amount and/or kind of securities
as shall be hereinafter provided.


 


Accordingly, 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:


 






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“Acquiring Person”
shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of
15% or more of the Unaffiliated Shares then outstanding (or, in the case of a Grandfathered Stockholder, such percentage as is
Beneficially Owned by the applicable Existing Holder as of the date of adoption of this Agreement plus 1%), but notwithstanding
any other term or provision of this Agreement, the term “Acquiring Person” shall not include (i) the Company,
(ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company,
(iv) any entity holding Common Shares for or pursuant to the terms of any such employee benefit plan to the extent such Common
Shares are held for or pursuant to the terms of any such employee benefit plan, (v) any Meteor Party or (vi) any Integration
Party. No Person shall become an “Acquiring Person” as the result of an acquisition of Common Shares by the Company
which, by reducing the number of Unaffiliated Shares outstanding, increases the proportionate number of Unaffiliated Shares Beneficially
Owned by such Person to such percentage as would otherwise result in such Person becoming an Acquiring Person; provided,
however, that if a Person shall so become the Beneficial Owner of such percentage or more of the Unaffiliated Shares of
the Company then outstanding by reason of an acquisition of Unaffiliated Shares by the Company and shall, after such share acquisitions
by the Company, become the Beneficial Owner of an additional 0.001% of the outstanding Unaffiliated Shares of the Company, then
such Person shall be deemed to be an “Acquiring Person”. If the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of
this paragraph, has become such inadvertently, then such Person shall not be deemed to be or to have become an “Acquiring
Person” for any purposes of this Agreement unless and until such Person shall have failed to divest itself, as soon as practicable
(as determined, in good faith, by the Board of Directors of the Company, which may also determine to waive such divestiture requirement),
of Beneficial Ownership of a sufficient number of Common Shares so that such Person would no longer otherwise qualify as an “Acquiring
Person.” In addition, notwithstanding the foregoing, if a bona fide swaps dealer who would otherwise be an “Acquiring
Person” has become so as a result of its actions in the ordinary course of its business that the Board of Directors of the
Company 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, then, and unless and until the Board of Directors shall otherwise determine, such
Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement. Notwithstanding anything
in this Agreement to the contrary, no Person shall be or become an “Acquiring Person” by reason of (i) the approval,
execution or delivery of any “Transaction Document” (as defined in the Integration Agreement) or any amendment to any
Transaction Document; (ii) the consummation of any transaction contemplated by any Transaction Document; or (iii) any
public disclosure related to any Transaction Document or the transactions contemplated thereby.


 


“Affiliate”
shall have the meaning ascribed to it in the Integration Agreement; provided that an Affiliate of Meteor shall mean “affiliate”
as defined in Rule 405 promulgated under the Securities Act.


 


“Associate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act,
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” any securities:


 


(i)         which
such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly;


 






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(ii)        which
such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements
with and between underwriters and selling group members with respect to a bona fide public offering of securities), written or
otherwise, 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 to be the Beneficial Owner of, or to Beneficially
Own, securities tendered pursuant to a tender or exchange offer made pursuant to, and in accordance with, the applicable rules and
regulations promulgated under the Exchange Act by or on behalf of such Person or any of such Person’s Affiliates or Associates
until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement,
arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to
Beneficially Own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from
a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable
on Schedule 13D under the Exchange Act (or any comparable or successor report);


 


(iii)       which
are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates
or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering of securities), written or otherwise, for the purpose of acquiring,
holding, voting (except to the extent contemplated by the proviso to section (B) of the immediately preceding paragraph (ii))
or disposing of any securities of the Company; or


 


(iv)       which
are the subject of, or the reference securities for, or that underlie, any Derivative Contract of such Person or any of such Person’s
Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned being the notional or other number of Common
Shares specified in the documentation evidencing the Derivative Contract as being subject to be acquired upon the exercise or settlement
of the Derivative Contract or as the basis upon which the value or settlement amount of such Derivative Contract is to be calculated
in whole or in part or, if no such number of Common Shares is specified in such documentation, as determined by the Board of Directors
in its sole discretion to be the number of Common Shares to which the Derivative Contract relates.


 


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


 


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


 


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


 






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“Common Shares”
when used with reference to the Company shall mean the Voting Common Shares and Non-Voting Common Stock of the Company. “Common
Shares” when used with reference to any Person other than the Company shall mean the capital stock (or equity interest)
with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or
Persons which ultimately control such first-mentioned Person.


 


“common stock
equivalents” shall have the meaning set forth in Section 11(a)(iii)(B)(3) hereof.


 


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


 


“Current Value”
shall have the meaning set forth in Section 11(a)(iii)(A)(1) hereof.


 


“Derivative
Contract” shall mean a contract 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 Common Shares specified or referenced in such contract (the number corresponding to such economic
benefits and risks, the “Notional Common Shares”), regardless of whether such contract conveys any voting rights
in such Common Shares to the Receiving Party, regardless of whether obligations under such contract are required or permitted to
be settled through the delivery of cash, Common Shares or other property, and without regard to any short or other position that
hedges the economic effect of such Derivatives Contract 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 to be Derivatives Contracts.


 


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


 


“Equivalent
preferred shares” shall have the meaning set forth in Section 11(b) hereof.


 


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


 


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


 


“Final Expiration
Date” shall mean the first to occur of: (a) the receipt of a Majority of the Minority Vote approving the merger
contemplated by the Integration Agreement, (b) the termination of the Integration Agreement in accordance with its terms,
and (c) November 22, 2021.


 


“Grandfathered
Stockholder” shall mean any Person who, together with all Affiliates of such Person, Beneficially Owns, as of the date
of adoption of this Agreement, 15% or more of the Unaffiliated Shares (each, an “Existing Holder”), other than
any Person who is not, and whose Affiliates are not, on the date of this Agreement, an Existing Holder and who subsequently acquires
direct or indirect control of an Existing Holder without the prior written approval of the Board of Directors.


 






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“Integration
Party” shall mean each of the Company, Telesat Corporation, a corporation incorporated under the laws of British Columbia,
Telesat Canada, a corporation incorporated under the laws of Canada, Public Service Pension Investment Board, a Canadian Crown
corporation incorporated under the laws of Canada (“Polaris”), Lion Combination Sub Corporation, a Delaware
corporation, Telesat CanHold Corporation, a corporation incorporated under the laws of British Columbia, Red Isle Private Investments
Inc., a corporation incorporated under the laws of Canada, and Telesat Partnership LP, a limited partnership organized under the
laws of Ontario, or any of their respective “Affiliates” (as defined in the Integration Agreement).


 


“Meteor”
shall mean MHR Fund Management LLC.


 


“Meteor
Parties” shall mean Meteor and its Affiliates and Associates, and their respective directors, managers, partners,
members, officers, employees, agents or representatives.


 


“Non-Voting
Common Stock” shall mean the non-voting common stock, par value $0.01 per share, of the Company.


 


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


 


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


 


“Polaris”
shall have the meaning set forth in the definition of “Integration Party”.


 


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


 


“Preferred Shares”
shall mean shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company having such
rights and preferences as are set forth in the form of Certificate of Designation set forth as Exhibit A hereto, as the same
may be amended from time to time.


 


“Redemption
Date” shall have the meaning set forth in Section 23 hereof.


 


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


 


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


 


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


 






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


 


“Shares Acquisition
Date” shall mean the earlier of the date of (i) the public announcement by the Company or an Acquiring Person that
an Acquiring Person has become such or (ii) the public disclosure of facts by the Company or an Acquiring Person indicating
that an Acquiring Person has become such.


 


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


 


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


 


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


 


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


 


“Unaffiliated
Shares” shall mean the outstanding Voting Common Shares Beneficially Owned by any Person who is not a Meteor Party or
an Integration Party; as of the date of adoption of this Agreement, there are 12,882,659 Unaffiliated Shares outstanding.


 


“Voting Common
Shares” shall mean the voting common stock, par value $0.01 per share, of the Company.


 


Section 2.           Appointment of
Rights Agent.


 


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


 


Section 3.           Issue of Right
Certificates.


 


(a)            Until
the earlier of the Close of Business on (i) the tenth day after the Shares Acquisition Date (or, in the event the Board of
Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines in accordance
with Section 24 that a later date is advisable, such later date that is not more than twenty (20) days after the Shares Acquisition
Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to
such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person
(other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation
of which would result in any Person becoming an Acquiring Person (such date being herein referred to as the “Distribution
Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates
for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates)
and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection
with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the
Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense
of the Company, send) by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business
on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address
of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share so held. As
of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.


 






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(b)            On
the Record Date, or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid
mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown
on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close
of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders
thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or
the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate
for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also
constitute the transfer of the Rights associated with the Common Shares evidenced thereby.


 


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


 


This certificate also evidences
and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Loral Space & Communications
Inc. and Computershare Trust Company, N.A. (or any successor Rights Agent), dated as of November 23, 2020, as it may from
time to time be amended or supplemented pursuant to its terms (the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal executive offices of Loral Space & Communications
Inc. Under certain circumstances, as set forth in the Agreement, such Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. The Secretary of Loral Space & Communications Inc. will mail to the holder
of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances,
Rights that are or were acquired or Beneficially Owned by Acquiring Persons (as defined in the Rights Agreement) may become null
and void.


 


With respect to such certificates containing
the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented
by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also
constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases
or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated
with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated
with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall
not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.


 


Section 4.           Form of
Right Certificates.


 


The Right Certificates
(and the forms of election to purchase Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially
the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement (but which
do not affect the rights, duties, liabilities or responsibilities of the Rights Agent), or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange
on which the Rights may from time to time be listed, or to conform to usage. Subject to the other provisions of this Agreement,
the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as
shall be set forth therein at the Purchase Price, but the number of one one-thousandths of a Preferred Share and the Purchase Price
shall be subject to adjustment as provided herein.


 


Section 5.           Countersignature
and Registration.


 


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


 






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Following the Distribution
Date and receipt by the Rights Agent of written notice to that effect, the Rights Agent will keep or cause to be kept, at its office,
books for registration of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses
of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates
and the date of each of the Right Certificates.


 


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


 


Subject to the provisions
of Section 14 hereof, at any time after the Close of Business on the Distribution Date, and prior to the earlier of the Redemption
Date or the Close of Business on the Final Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates
representing Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to
Section 24 hereof) may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-thousandths of a Preferred Share as the Right Certificate
or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office
of the Rights Agent designated for such purpose, accompanied by a guaranty of signature by an “eligible guarantor institution”
that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee
program” (a “Signature Guarantee”) and such other documentation as the Rights Agent may reasonably request. The
Rights Certificates are transferrable only on the registry books of the Rights Agent. Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the
registered holder shall have properly completed and duly executed the certificate contained in the form of assignment on the reverse
side of such Right Certificate, shall have provided such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) thereof and of the Rights evidenced thereby and the Affiliates and Associates of such Beneficial Owner (or former
Beneficial Owners) thereof as the Company or the Rights Agent shall reasonably request, accompanied by a Signature Guarantee, and
shall have paid a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer, split up, combination
or exchange of Rights Certificates as required thereunder. Thereupon the Rights Agent shall countersign and deliver to the Person
entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment
of a sum sufficient for any tax or governmental charge that may be imposed in connection with any transfer, split up, combination
or exchange of Right Certificates. The Rights Agent shall forward, as soon as practicable, any such sum collected by it to the
Company or to such Persons as the Company shall specify by written notice.


 






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Upon receipt by the Company
and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate,
and, in case of loss, theft or destruction, of indemnity or open penalty surety bond reasonably satisfactory to them and holding
them harmless, absent notice to the Rights Agent that such Certificates have been acquired by a bona fide purchaser, and, at the
Company’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will issue, execute and deliver
a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of
the Right Certificate so lost, stolen, destroyed or mutilated.


 


Notwithstanding any other
provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to
or in place of Rights evidenced by Rights Certificates.


 


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


 


(a)            The
registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof
or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in part at any
time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at its office designated for such purpose, accompanied by a Signature Guarantee,
together with payment of the Purchase Price for each one one-thousandth of a Preferred Share as to which the Rights are exercised,
prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the Redemption Date, or (iii) the
time at which the right to exercise the Rights terminates pursuant to Section 24 hereof.


 


(b)            The
purchase price for each one one-thousandth of a Preferred Share to be purchased upon the exercise of a Right shall initially be
$120.48 (the “Purchase Price”), shall be subject to adjustment from time to time as provided in Sections 11
and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.


 


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


 






    	 	- 9 -	 



     


    

 


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


 


(e)            Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action
with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such
registered holder shall have (i) properly completed and duly executed the certificate following the form of election to purchase
set forth on the reverse side of the Right Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and
an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9)
to the Company in the manner set forth in Section 7(c), and (iii) provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.


 


Section 8.           Cancellation
and Destruction of Right Certificates.


 


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


 


Section 9.           Status and
Availability of Preferred Shares.


 


(a)            The
Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered
upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the
Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares.


 


(b)            So
long as the Preferred Shares (and, following occurrence of an event triggering the rights to purchase Voting Common Shares described
in Section 11(a)(ii)) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange
or quoted on a quotation system, the Company covenants and agrees to use its best efforts to cause, from and after such time as
the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares
reserved for such issuance to be listed on such exchange or quoted on such quotation system, as the case may be, upon official
notice of issuance upon such exercise.


 






    	 	- 10 -	 



     


    

 


(c)            The
Company covenants and agrees to (i) file, as soon as practicable following the earliest date after the first occurrence of
an event triggering the rights to purchase Voting Common Shares described in Section 11(a)(ii) 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) hereof,
a registration statement under the Securities 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
Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, (B) the
Redemption Date and (C) the Close of Business on the Final Expiration Date. The Company will 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, for a period of time not to exceed 120 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 stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension has been rescinded. The Company shall notify the Rights Agent whenever it makes a public announcement
pursuant to this Section 9(c) and give the Rights Agent a copy of such announcement. In addition, if the Company shall
determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability
of the 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 in such jurisdiction shall
not have been obtained, the exercise thereof shall not be permitted under applicable law, or any required registration statement
in such jurisdiction shall not have been declared effective.


 


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


 


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


 






    	 	- 11 -	 



     


    

 


Section 10.         Preferred
Shares Record Date. 


 


Each Person in whose
name any certificate for Preferred Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become
the holder of record of the Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the
Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes)
was made. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any
rights of a holder of Preferred Shares for which the Rights shall be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.


 


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


 


(a)         (i)        In
the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable
in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into
a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares
(including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date
for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares
of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date, such holder would have owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration
to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable
upon exercise of one Right.


 


(ii)        Subject
to the following paragraph of this subparagraph (ii) and to Section 24 of this Agreement, in the event any Person shall
become an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price
equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right
is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Voting Common
Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number
of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 50% of
the then current per share market price of the Company’s Voting Common Shares (determined pursuant to Section 11(d) hereof)
on the date such Person became an Acquiring Person. In the event that any Person shall become an Acquiring Person and the Rights
shall then be outstanding, the Company shall not take any action that would eliminate or diminish the benefits intended to be
afforded by the Rights.


 






    	 	- 12 -	 



     


    

 


From and after the occurrence
of such an event, any Rights that are or were acquired or Beneficially Owned by such Acquiring Person (or any Associate or Affiliate
of such Acquiring Person) on or after the earlier of (x) the date of such event and (y) the Distribution Date shall
be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement.
No Right Certificate shall be issued pursuant to Section 3 that represents Rights Beneficially Owned by an Acquiring Person
whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall
be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding
sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding
sentence or any Associate or Affiliate thereof shall be canceled.


 


(iii)       In
the event that the number of Voting Common Shares which are authorized by the Company’s certificate of incorporation and
not outstanding or subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of the
Rights, are not sufficient to permit the holder of each Right to purchase the number of Voting Common Shares to which he would
be entitled upon the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of paragraph (a) of
this Section 11, or should the Board of Directors so elect, the Company shall: (A) determine the excess of (1) the
value of the Voting Common Shares issuable upon the exercise of a Right (calculated as provided in the last sentence of this subparagraph
(iii)) pursuant to Section 11(a)(ii) hereof (the “Current Value”) over (2) the Purchase Price
(such excess, the “Spread”), and (B) with respect to each Right, make adequate provision to substitute
for such Common Shares, upon payment of the applicable Purchase Price, any one or more of the following having an aggregate value
determined by the Board of Directors to be equal to the Current Value: (1) cash, (2) a reduction in the Purchase Price,
(3) Common Shares or other equity securities of the Company (including, without limitation, shares, or units of shares, of
preferred stock which the Board of Directors has determined to have the same value as Common Shares (such shares of preferred
stock, “common stock equivalents”)), (4) debt securities of the Company, or (5) other assets; provided,
however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within
thirty (30) days following the first occurrence of an event triggering the rights to purchase Voting Common Shares described in
Section 11(a)(ii) (the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated
to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Voting Common Shares
(to the extent available) and then, if necessary, cash, which shares and cash have an aggregate value equal to the Spread. If
the Board of Directors shall determine in good faith that it is likely that sufficient additional Voting Common Shares 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 Section 11(a)(ii) Trigger Date, in order that the
Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, the
 “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to
the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof
and the last paragraph of Section 11(a)(ii) hereof, that such action shall apply uniformly to all outstanding Rights,
and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any
authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence
and to determine the value thereof. In the event of any such suspension, the Company shall make a public announcement, and shall
deliver to the Rights Agent a statement, stating that the exercisability of the Rights has been temporarily suspended. At such
time as the suspension is no longer in effect, the Company shall make another public announcement, and deliver to the Rights Agent
a statement, so stating. For purposes of this Section 11(a)(iii), the value of the Voting Common Shares shall be the current
per share market price (as determined pursuant to Section 11(d)(i) hereof) of the Voting Common Shares on the Section 11(a)(ii) Trigger
Date and the value of any common stock equivalent shall be deemed to have the same value as the Common Shares on such date.


 






    	 	- 13 -	 



     


    

 


(b)            In
case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling
them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares
having the same rights, privileges and preferences as the Preferred Shares (“equivalent preferred shares”))
or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred
share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares)
less than the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date,
the Purchase Price to be in effect after such record date shall be adjusted by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record
date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or equivalent
preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered)
would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on
such record date plus the number of additional Preferred Shares and/or equivalent preferred shares to be offered for subscription
or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however,
that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the
shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration
part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by
the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Preferred Shares owned
by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment
shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not
so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had
not been fixed.


 


(c)            In
case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any
such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation)
of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares)
or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in
effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the then current per share market price of the Preferred Shares on such record
date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described
in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of
such subscription rights or warrants applicable to one Preferred Share and the denominator of which shall be such current per share
market price of the Preferred Shares; provided, however, that in no event shall the consideration to be paid upon
the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon
exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that
such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.


 






    	 	- 14 -	 



     


    

 


(d)     (i)     For
the purpose of any computation hereunder, the “current per share market price” of any security (a “Security”
for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share
of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current per share market price of the Security is determined during a period following
the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such
Security or securities convertible into such shares, or (B) any subdivision, combination or reclassification of such Security
and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date
for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be
appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security
is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average
of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotations System (“NASDAQ”) or such other system then in use, or, if on any such date the Security
is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker
making a market in the Security selected by the Board of Directors. The term “Trading Day” shall mean a day
on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction
of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day.


 


(ii)       For
the purpose of any computation hereunder, the “current per share market price” of the Preferred Shares shall
be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded,
the “current per share market price” of the Preferred Shares shall be conclusively deemed to be the current
per share market price of the Common Shares as determined pursuant to Section 11(d)(i) (appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date hereof), multiplied by 1,000. If neither the Common
Shares nor the Preferred Shares are publicly held or so listed or traded, “current per share market price” shall
mean the fair value per share as determined in good faith by the Board of Directors, whose determination shall be described in
a statement filed with the Rights Agent.


 






    	 	- 15 -	 



     


    

 


(e)            No
adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1%
in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are
not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this
Section 11 shall be made to the nearest cent or to the nearest one ten-millionth of a Preferred Share 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 three years from the date of the transaction which requires such adjustment.


 


(f)            If
as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock of the Company other than Preferred Shares, the number of such other shares
so receivable upon exercise of any Right shall thereafter be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Section 11(a) through
(c), inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the Preferred Shares shall apply on like terms
to any such other shares.


 


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


 


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


 


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


 






    	 	- 16 -	 



     


    

 


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


 


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


 


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


 


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


 






    	 	- 17 -	 



     


    

 



 


(n)            In
the event that at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare
or pay any dividend on the Common Shares payable in Common Shares or (ii) effect a subdivision, combination or consolidation
of the Common Shares (by reclassification or otherwise other than by payment of dividends in Common Shares) into a greater or lesser
number of Common Shares, then in any such case (i) the number of one one-thousandths of a Preferred Share purchasable after
such event upon proper exercise of each Right shall be determined by multiplying the number of one one-thousandths of a Preferred
Share so purchasable immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding
immediately before such event and the denominator of which is the number of Common Shares outstanding immediately after such event,
and (ii) each Common Share outstanding immediately after such event shall have issued with respect to it that number of Rights
which each Common Share outstanding immediately prior to such event had issued with respect to it. The adjustments provided for
in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision,
combination or consolidation is effected.


 


Section 12.            Certificate
of Adjustment.


 


Whenever an adjustment
is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) file
with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate and
(c) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate
in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed
to have knowledge of such an adjustment unless and until it shall have received such certificate.


 






    	 	- 18 -	 



     


    

 


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


 


In the event that, at
any time after a Person becomes an Acquiring Person, directly or indirectly, (i) the Company shall consolidate with, or merge
with and into, any other Person, (ii) any Person shall consolidate with the Company, or merge with and into the Company and
the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of
the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash
or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise
provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance
with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including
the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (x) multiplying the
then current Purchase Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and
dividing that product by (y) 50% of the then current per share market price of the Common Shares of such other Person (determined
pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (B) the
issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company”
shall thereafter be deemed to refer to such issuer; and (D) such issuer shall take such steps (including, but not limited
to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such
consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that
it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall
have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction
of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments
or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate
or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly
apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the “earning power”
of the Company and its Subsidiaries shall be determined in good faith by the Company’s Board of Directors on the basis of
the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the
date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal
years preceding such date, during the period such business was operated by the Company or any Subsidiary). Notwithstanding anything
to the contrary, the foregoing provisions of this Section 13 shall not apply in respect of the execution by any Integration
Party of the Integration Agreement, any amendments thereto or any other document or action taken in connection therewith.


 


Section 14.            Fractional
Rights and Fractional Shares.


 


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


 






    	 	- 19 -	 



     


    

 


(b)            The
Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one
one-thousandth (subject to appropriate adjustment in the case of a subdivision or combination) of a Preferred Share) upon exercise
of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral
multiples of one one-thousandth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-thousandth
of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement
between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such
depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the
Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples
of one one-thousandth of a Preferred Share, the Company shall pay to each registered holder of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred
Share as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the aggregate number
of rights exercised by such holder. For the purposes of this Section 14(b), the current market value of a Preferred Share
shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof)
for the Trading Day immediately prior to the date of such exercise.


 


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


 


(d)            Whenever
a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the
Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts
related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies
to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying
upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional
Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares
under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights
Agent shall have received such a certificate and sufficient monies. The Company shall provide an initial funding of one thousand
dollars ($1000) for the purpose of issuing cash in lieu of fractional shares. From time to time thereafter, the Rights Agent may
request additional funding to cover fractional payments. The Rights Agent shall have no obligation to make fractional payments
unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto.


 






    	 	- 20 -	 



     


    

 


Section 15.            Rights of
Action.


 


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


 


Notwithstanding anything
in this Agreement to the contrary, the Company shall not 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, judgment, decree or ruling (whether interlocutory or final) issued by a court 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.


 


Section 16.            Agreement
of Right Holders.


 


Every holder of a Right,
by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:


 


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


 


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


 


(c)            the
Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Date,
the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding
any notations of ownership or writing on the Right Certificates or the associated Common Shares certificate made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected
by any notice to the contrary.


 






    	 	- 21 -	 



     


    

 


Section 17.            Right Certificate
Holder Not Deemed a Stockholder.


 


No holder, as such, of
any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares
or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby nor
shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as
such, any of the rights of a 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 hereof), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with
the provisions hereof.


 


Section 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 other disbursements incurred in the preparation, negotiation, administration, execution, delivery
and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees
to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim,
demand, settlement, cost or expense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or
suffered by it, or to which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the
Rights Agent for anything done (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable
judgment of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with
the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and
expenses of defending against any claim or liability arising therefrom, directly or indirectly, or of enforcing its rights under
this Agreement. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company.


 


(b)            The
Rights Agent shall be authorized and may conclusively rely upon and shall be protected and shall incur no liability for or in respect
of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise
and performance of its duties hereunder in reliance upon any Right Certificate or certificate for Preferred Shares or for other
securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction,
direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be duly signed, executed
and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel.
The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder,
and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless
and until it has received such notice in writing.


 






    	 	- 22 -	 



     


    

 


(c)            Section 18
and Section 20 shall survive the expiration of the Rights and the termination of this Agreement and the resignation, replacement
or removal of the Rights Agent. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent
be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of
the form of the action. Notwithstanding anything to the contrary herein, any liability of the Rights Agent under this Agreement
shall be limited to the amount of fees (but not including any reimbursed costs) paid by the Company to the Rights Agent during
the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.


 


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


 


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


 


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


 


Section 20.            Duties of
Rights Agent.


 


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


 


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


 






    	 	- 23 -	 



     


    

 


(b)            Whenever
in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking, suffering or omitting 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 any one of the Chairman of the Board, the President, a Vice President, the Treasurer or the Secretary of
the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action
taken, suffered or omitted by it under the provisions of this Agreement in reliance upon such certificate. The Rights Agent shall
have no duty to act without such certificate as set forth in this Section 20(b).


 


(c)            The
Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct (of which gross negligence,
bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


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


 


(e)            The
Rights Agent shall not have any liability for or be under any responsibility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution
of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be liable or responsible for any adjustment
or calculation required under the provisions of Sections 11, 13, 14 or 24 hereof 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 Right 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 Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether
any Preferred Shares will, when so issued, be validly authorized and issued, fully paid and nonassessable.


 


(f)             The
Rights Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to
any registration statement filed with the Securities and Exchange Commission or this Agreement, including obligations under applicable
regulation or law.


 


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


 






    	 	- 24 -	 



     


    

 


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


 


(i)             The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from
any one of the Chairman of the Board, the President, a Vice President, the Secretary or the Treasurer of the Company, and to apply
to such officers for advice or instructions in connection with its duties under this Agreement, as such instructions shall provide
full authorization and protection to the Rights Agent and the Rights Agent shall not be liable for any action taken or suffered
to be taken by it 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
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 instructions received from any such officer, and shall
not be liable for any action taken or suffered by or omission of, the Rights Agent in accordance with a proposal included in any
such application on or after the date specified in such application (which date shall not be less than ten Business Days after
the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing
to an earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent
shall have received, in response to such application, written instructions with respect to the proposed action or omission specifying
a different action to be taken or omitted.


 


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


 


(k)            The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default,
neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such
act, omission, default, neglect or misconduct, absent gross negligence or bad faith in the selection and continued employment thereof
(of which gross negligence or bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


(l)             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 or powers of the Rights Agent if the Rights
Agent believes that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured
to it.


 






    	 	- 25 -	 



     


    

 


(m)           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 properly completed or indicates an
affirmative response to clause 1 and/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; provided, however, that Rights Agent shall not be liable for any
delays arising from the duties under this Section 20(l).


 


(n)            The
Rights Agent shall have no responsibility to the Company, any holders of Rights or any other Person for interest or earnings on
any moneys held by the Rights Agent pursuant to this Agreement.


 


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


 


(p)            The
Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature
by an "eligible guarantor institution" that is a member or participant in the Securities Transfer Agents Medallion Program
or other comparable "signature guarantee program" or insurance program in addition to, or in substitution for, the foregoing;
or (b) any law, act, regulation or any interpretation of the same.


 


(q)            In
the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent, may (upon notice to the Company
of such ambiguity or uncertainty), in its sole discretion, refrain from taking any action, and shall be fully protected and shall
not be liable in any way to Company, the holder of any Rights Certificate or any other Person for refraining from taking such action,
unless the Rights Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the
satisfaction of Rights Agent.


 






    	 	- 26 -	 



     


    

 


Section 21.            Change of
Rights Agent.


 


The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing
mailed to the Company and to each transfer agent of the Common Shares and the Preferred Shares 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,
and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor
Rights Agent upon no less than 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case
may be, and to each transfer agent of the Common Shares and the Preferred Shares by registered or certified mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights
Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder
of a Right Certificate (who shall, with such notice, submit such holder’s Right Certificate for inspection by the Company),
then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be an entity organized and
doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized
under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and
which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment,
the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume
any additional liability in connection with the foregoing. Not later than the effective date of any such appointment the Company
shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred
Shares. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may
be.


 


Section 22.            Issuance of
New Right Certificates.


 


Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase
Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of Common Shares following
the Distribution Date and prior to the earlier of the Redemption Date and the Close of Business on the Final Expiration Date, the
Company may with respect to Common Shares so issued or sold (i) pursuant to the exercise of stock options, (ii) under
any employment plan or arrangement, (iii) upon the exercise, conversion or exchange of securities, notes or debentures issued
by the Company or (iv) pursuant to a contractual obligation of the Company, in each case existing prior to the Distribution
Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale.


 






    	 	- 27 -	 



     


    

 


Section 23.            Redemption.


 


(a)            The
Board of Directors may, at its option, at any time prior to 10 days following such date as any Person becomes an Acquiring Person,
redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter
referred to as the “Redemption Price”). The redemption of the Rights by the Board of Directors may be made effective
at such time, on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish.


 


(b)            Immediately
upon the time of the effectiveness of the redemption of the Rights pursuant to paragraph (a) of this Section 23 or such
earlier time as may be determined by the Board of Directors in the action ordering such redemption (although not earlier than the
time of such action) (such time the “Redemption Date”), and without any further action and without any notice,
the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the
Redemption Price. The Company shall promptly give public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such
action of the Board of Directors ordering the redemption of the Rights pursuant to paragraph (a), the Company shall mail a notice
of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books
of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any
notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. If the
payment of the Redemption Price is not included with such notice, each such notice shall state the method by which the payment
of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase
for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24
hereof, other than in connection with the purchase of Common Shares prior to the Distribution Date.


 


Section 24.            Exchange.


 


(a)            The
Board of Directors 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 void pursuant to the provisions of Section 11(a)(ii) hereof)
for Voting Common Shares at an exchange ratio of one Common Share per Right (such exchange ratio being hereinafter referred to
as the “Exchange Ratio”).


 


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


 






    	 	- 28 -	 



     


    

 


(c)            In
any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or common stock equivalents
for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number
of common stock equivalents) for each Voting Common Share, as appropriately adjusted to reflect adjustments in the voting rights
of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Voting
Common Share shall have the same voting rights as one Voting Common Share.


 


(d)            In
the event that there shall not be sufficient Voting Common Shares, Preferred Shares or common stock equivalents authorized by the
Company’s certificate of incorporation and not outstanding or subscribed for, or reserved or otherwise committed for issuance
for purposes other than upon exercise of Rights, to permit any exchange of Rights in accordance with this Section 24, the
Company shall use its best efforts to authorize additional Voting Common Shares, Preferred Shares or common stock equivalents for
issuance upon exchange of the Rights.


 


(e)            The
Company shall not be required to issue fractions of Voting Common Shares or to distribute certificates which evidence fractional
Common Shares. In lieu of such fractional Voting Common Shares, the Company shall pay to the registered holders of the Right Certificates
with regard to which such fractional Voting Common Shares would otherwise be issuable an amount in cash equal to the same fraction
of the current per share market value of a whole Voting Common Share. For the purposes of this paragraph (e), the current per share
market value of a whole Voting Common Share shall be the closing price of a Voting Common Share (as determined pursuant to the
second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to
this Section 24.


 


(f)             Notwithstanding
anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the preceding sentence,
the Board of Directors may (i) in lieu of issuing Voting Common Shares or any other securities contemplated by this Section 24
to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and
such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange
Property”), issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange
Property for the benefit of the Exchange Recipients (provided, that such trust or other entity may not be controlled by
the Company or any of its Affiliates or Associates and provided further that the trustee or similar fiduciary of the trust or other
entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit
such trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to any shares
deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients
are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors
or such trust or entity. In the event the Board of Directors determines, before the Distribution Date, to effect an exchange, such
Board of Directors may delay the occurrence of the Distribution Date to such time as such Board of Directors deems advisable; provided,
that the Distribution Date must occur no later than 20 days after the Shares Acquisition Date.


 






    	 	- 29 -	 



     


    

 


Section 25.            Notice of
Certain Events.


 


(a)            Other
than as otherwise previously disclosed or in connection with the Integration, in case the Company shall after the Distribution
Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other
distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders
of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of
any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other
than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation
or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale
or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to
declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation
of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case,
the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or
the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take
place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to
be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10
days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any
such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein
by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier.


 


(b)            In
case any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter
give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event,
which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.


 


Section 26.            Notices.


 


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


 






    	 	- 30 -	 



     


    

 


Loral Space & Communications Inc.


600 Fifth Avenue, 16th Floor


New York, NY 10020


Attn: Avi Katz, President, General Counsel & Secretary


 


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


 


Willkie Farr & Gallagher LLP


787 Seventh Avenue


New York, New York 10019

Attention: Maurice M. Lefkort and A. Mark Getachew


 


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


 


Computershare Trust Company, N.A.


150 Royall Street


Canton, MA 02021


Attention: Client Services


 


Notices or demands authorized
by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently
given or made if in writing and sent or delivered by recognized national overnight delivery service or by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.


 


Section 27.            Supplements
and Amendments.


 


The Company may from
time to time, and the Rights Agent shall (subject to the penultimate sentence of this Section 27), if the Company so directs,
supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to
correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or
to make any change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company
may deem necessary or desirable; provided, however, that from and after such time as any Person becomes an Acquiring
Person, this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders
of Rights (other than an Acquiring Person and its Affiliates and Associates). For the avoidance of doubt, the Company shall be
entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable
to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby
and to ensure that an Acquiring Person does not obtain the benefits thereof, and amendments in respect of the foregoing shall not
be deemed to adversely affect the interests of the holders of Rights. Any supplement or amendment authorized by this Section 27
will be evidenced by a writing signed by the Company and the Rights Agent. As a condition precedent to the execution of a supplement
or amendment, the Company shall deliver a certificate from the Chairman of the Board, its Chief Executive Officer, its President,
or any of its Vice Presidents that states that the proposed supplement or amendment is in compliance with the terms of this Section 27.
Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the
Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment
by the Rights Agent.


 






    	 	- 31 -	 



     


    

 


Section 28.            Successors.


 


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


 


Section 29.            Benefits of
this Agreement.


 


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


 


Section 30.            Severability.


 


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


 


Section 31.            Governing
Law and Forum Selection.


 


This Agreement and each
Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and
performed entirely within the State of Delaware, without regard to any choice or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of Delaware. To the fullest extent permitted by law, any claim relating to or brought pursuant to this Agreement by any
person (including any record or Beneficial Owner of Common Shares or Preferred Shares, any registered or beneficial holder of a
Right, any Acquiring Person or the Rights Agent) shall be brought solely and exclusively in the Court of Chancery of the State
of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if such other court
does not have jurisdiction, the United States District Court for the District of Delaware).


 






    	 	- 32 -	 



     


    

 


Section 32.            Counterparts.


 


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


 


Section 33.            Descriptive
Headings.


 


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


 


Section 34.            Administration.


 


Without limiting the
rights, duties and immunities of the Rights Agent under this Agreement, the Board of Directors shall have the exclusive power and
authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted
to the Board of Directors or the Company or as may be necessary or advisable in the administration of this Agreement. Without limiting
the rights, duties and immunities of the Rights Agent under this Agreement, all such actions, calculations, determinations and
interpretations which are done or made by the Board of Directors in good faith shall be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights and all other parties and shall not subject the Board of Directors to any liability
to the holders of the Rights. The Rights Agent is entitled always to assume the Board of Directors acted in good faith and shall
be fully protected and incur no liability in reliance thereon.


 


Section 35.            Book Entry.


 


Reference in this Agreement
to certificates for Common Shares or Preferred Shares shall include, in the case of uncertificated shares, the balances indicated
in the book-entry account system of the transfer agent for the Common Shares or Preferred Shares, as applicable, and, prior to
the Distribution Date, any uncertificated Common Shares shall also represent the associated Rights. Any legend required to be placed
on any certificate for Common Shares or Preferred Shares may instead be included on any book-entry confirmation or notification
to the registered holder of such Common Shares or Preferred Shares.


 






    	 	- 33 -	 



     


    

 


Section 36.            Force Majeure.


 


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


 


[signature page follows]


 






    	 	- 34 -	 



     


    

 


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


 


 


	 	LORAL SPACE & COMMUNICATIONS INC.
	 	 
	 	 
	 	By:	/s/ Avi Katz
	 	 	Name:	Avi Katz
	 	 	Title:	President, General Counsel and Secretary
	 	 
	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
	 	 
	 	 
	 	By:	/s/ Patrick Hayes
	 	 	Name:	Patrick Hayes
	 	 	Title:	Vice President & Manager



 


[Signature Page to
Rights Agreement]


 






     


     


    

 


 



 


EXHIBIT A


 


FORM


 


OF


 


CERTIFICATE OF DESIGNATION


 


OF


 


SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK


 


OF


 


LORAL SPACE & COMMUNICATIONS INC.


 


Pursuant to Section 151
of the General Corporation Law of the State of Delaware, Loral Space & Communications Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with
the provisions of Section 103 thereof, does hereby submit the following:


 


WHEREAS, the
Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) authorizes the
issuance of up to 10,000,000 shares of preferred stock, par value $0.01 per share, of the Corporation (“Preferred Stock”)
in one or more series, and expressly authorizes the Board of Directors of the Corporation (the “Board”), subject
to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and,
with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and
the designation, rights, preferences, powers, restrictions, and limitations of the shares of such series; and


 


WHEREAS, it
is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the
designation, rights, preferences, and limitations of the shares of such new series.


 


NOW, THEREFORE,
BE IT RESOLVED, that the Board does hereby provide for the issue of a series of Preferred Stock and does hereby in this Certificate
of Designation (the “Certificate of Designation”) establish and fix and herein state and express the designation,
rights, preferences, powers, restrictions, and limitations of such series of Preferred Stock as follows:


 


Section 1.     Designation
and Amount. The shares of this series shall be designated as “Series A Junior Participating Preferred Stock”
(the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock
shall be 50,000. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion
of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.


 






    	 	- A-1 -	 



     


    

  


Section 2.     Dividends
and Distributions.


 


(A)            Subject
to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred 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 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 (if any) per share (rounded to the nearest
cent), subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate per share amount of all
cash dividends, and 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 Voting Common Stock, par value $0.01 per share (the “Voting Common Stock”),
of the Corporation or a subdivision of the outstanding shares of Voting Common Stock (by reclassification or otherwise), declared
on the Voting Common Stock and Non-Voting Common Stock, par value $0.01 per share (the “Non-Voting Common Stock”
and, together with the Voting Common Stock, the “Common Stock”), of the Corporation since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Voting Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Voting Common
Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares
of Series A Preferred Stock were entitled immediately prior to such event under 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 paragraph (A) of
this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in
shares of Voting Common Stock).


 


(C)            Dividends
due pursuant to paragraph (A) of this Section 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, 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 not more than 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 shall at
any time declare or pay any dividend on the Common Stock payable in shares of Voting Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares
of Voting Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series 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 in the Certificate of Incorporation, including any other Certificate of Designation creating a series of
Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares
of Voting Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class
on all matters submitted to a vote of stockholders of the Corporation.


 


(C)            Except
as set forth herein, or as otherwise required 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 Voting Common Stock as
set forth herein) for taking any corporate action.


 


Section 4.     Certain
Restrictions.


 


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


 


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


 


(ii)           declare
or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series 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; or


 






    	 	- A-3 -	 



     


    

 


(iii)           redeem
or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock, provided, that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior
(as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock.


 


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


 


Section 5.     Reacquired
Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. The Corporation shall take all such actions as are necessary
to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Certificate of Incorporation,
including any Certificate of Designation creating a series of Preferred Stock or any similar stock, or as otherwise required by
law.


 


Section 6.     Liquidation,
Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount
equal to any accrued and unpaid dividends. In the event the Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Voting Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Voting Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


Section 7.     Consolidation,
Merger, Etc. In case the Corporation shall enter 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, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Voting Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Voting Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect
to the 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.


 






    	 	- A-4 -	 



     


    

 


Section 8.     Amendment.
The Certificate of Incorporation shall not be amended in any manner, including in a merger or consolidation, which would alter,
change, or repeal 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 at least two-thirds of the outstanding shares of Series A Preferred Stock,
voting together as a single class.


 


Section 9.     Rank.
The Series A Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation, dissolution and winding
up, junior to all series of Preferred Stock.


 


[SIGNATURE PAGE FOLLOWS]


 






    	 	- A-5 -	 



     


    

 


IN WITNESS WHEREOF, this
Certificate of Designation is executed on behalf of the Corporation by its President this __ day of ________, 2020.


 


	 	Loral Space & Communications Inc.




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Certificate
of Designation of Series A Preferred Stock]


 






    	 	- A-6 -	 



     


    

 



 


EXHIBIT B


 


Form of Right Certificate


 





	Certificate No. R-_______	_____
Rights



 


NOT EXERCISABLE AFTER THE FINAL
EXPIRATION DATE (AS DEFINED IN THE AGREEMENT) OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION
AT $0.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS THAT ARE OR WERE
ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE
AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.


 


Right Certificate


[◙]


 


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 November 23, 2020 (as the same may be
amended from time to time, the “Agreement”), between Loral Space & Communications Inc., a Delaware
corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the
 “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined
in the Agreement) and prior to the Final Expiration Date (as defined in the Rights Agreement), at the office of the Rights Agent
designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable
share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”),
of the Company, at a purchase price of $120.48 per one one-thousandth of a Preferred Share (the “Purchase Price”),
upon presentation and surrender of this Right Certificate with the certification and the Form of Election to Purchase duly
executed. The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share
which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase
Price as of November 23, 2020, based on the Preferred Shares as constituted at such date. As provided in the Agreement, the
Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.


 






    	 	- B-1 -	 



     


    

 


From and after the occurrence
of an event described in Section 11(a)(ii) of the Agreement, if the Rights evidenced by this Right Certificate are or
were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is
defined in the Agreement) acquired or Beneficially Owned (as defined in the Agreement) by an Acquiring Person or an Associate or
Affiliate of an Acquiring Person (as such terms are defined in the Agreement), such Rights shall become void, and any holder of
such Rights shall thereafter have no right to exercise such Rights.


 


This Right Certificate
is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated
herein by reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right
Certificates. Copies of the Agreement are on file at the principal executive offices of the Company and the offices of the Rights
Agent.


 


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


 


Subject to the provisions
of the Agreement, at the Company’s option, the Rights evidenced by this Certificate (i) may be redeemed by the Company
at a redemption price of $0.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Common
Stock, par value $0.01 per share, or Preferred Shares.


 


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


 


No holder of this Right
Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of
any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained
in the 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 Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by
this Right Certificate shall have been exercised or exchanged as provided in the Agreement.


 


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


 






    	 	- B-2 -	 



     


    

 








WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of     ________.


 





	 	LORAL SPACE AND COMMUNICATIONS INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 








	Countersigned:	 
	 	 
	Rights Agent	 
	 	 
	By:	 	 
	 	Authorized Signature	 
	 	Name:	 
	 	Title:	 



 






    	 	- B-3 -	 



     


    

 











Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


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


 


FOR VALUE RECEIVED _______________________________
hereby sells, assigns and transfers unto_________________________


(Please print name and address of transferee)


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


 


Date:     ______________
__, _______


 


__________________________________


Signature


 


Signature Guaranteed:


 


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


 


----------------------------------------------------------------


 


The undersigned hereby
certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by an Acquiring Person or an Affiliate
or Associate thereof (as defined in the Agreement).


 


__________________________________


Signature


 


----------------------------------------------------------------


 






    	 	- B-4 -	 



     


    

 








Form of Reverse Side of Right Certificate
-- continued


 


FORM OF ELECTION TO PURCHASE


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


 


To [◙]:


 


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


 


Please insert social security


or other identifying number


 





 






(Please print name and address)


 





 



 


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


 


Please insert social security


or other identifying number


 





 






(Please print name and address)


 





 



 


Dated: _____________ __, ______


 


__________________________________


Signature


 


Signature Guaranteed:


 


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


 






    	 	- B-5 -	 



     


    

 








Form of Reverse
Side of Right Certificate -- continued


 


----------------------------------------------------------------


 


The undersigned hereby
certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by an Acquiring Person or an Affiliate
or Associate thereof (as defined in the Agreement).


 


__________________________________


Signature


 


----------------------------------------------------------------


 


NOTICE


 


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


 


In the event the certification
set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not properly completed
and duly executed, the Company and the Rights Agent will deem the Beneficially Owner of the Rights evidenced by this Right Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to
Purchase will not be honored.


 






    	 	- B-6 -	 



     


    













 



 


EXHIBIT C


 


SUMMARY OF RIGHTS TO PURCHASE 


PREFERRED SHARES


 


On November 23,
2020, the Board of Directors of Loral Space & Communications Inc. (the “Company”) declared a dividend
of one preferred share purchase right (a “Right”) for each outstanding share of Voting Common Stock, par value
$0.01 per share (the “Voting Common Shares”), of the Corporation and Non-Voting Common Stock, par value $0.01
per share (the “Non-Voting Common Shares” and, together with the Voting Common Shares, the “Common
Shares”), of the Corporation outstanding on November 23, 2020 (the “Record Date”) to the stockholders
of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of
Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the
Company, having such rights and preferences as are set forth in the Certificate of Designation of Series A Junior Participating
Preferred Stock (the “Certificate of Designation”), at a price of $120.48 per one one-thousandth of a Preferred
Share (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (as it may be amended from time to time, the “Agreement”) between the Company and Computershare
Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).


 


Until the earlier to
occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring
Person”) has acquired Beneficial Ownership (as defined in the Agreement) of 15% or more of the outstanding Voting Common
Shares not held by any Meteor Party (as defined in the Agreement) or any Integration Party (as defined in the Agreement) (the “Unaffiliated
Shares”) (or, in the event the Board of Directors determines on or before such tenth day to effect an exchange of Rights
for Voting Common Shares (as discussed below) and determines that a later date is advisable, such later date that is not more than
20 days following such a public announcement) or (ii) 10 business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the consummation of which would result in the Beneficial Ownership by
a person (or a voting group of persons) of 15% or more of the outstanding Unaffiliated Shares (the earlier of such dates being
called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto (or,
in the case of uncertificated Common Shares reflected in the book-entry account system of the transfer agent for the Common Shares,
by the notations in the book entry account). If a stockholder’s Beneficial Ownership of the outstanding Voting Common Shares
as of the time of the public announcement of the Agreement and Rights dividend declaration is at or above the applicable threshold
(including through entry into certain derivative positions), that stockholder’s then-existing ownership percentage would
be grandfathered, but the rights would become exercisable if at any time after such announcement, the stockholder increases its
ownership percentage of Unaffiliated Shares by 0.001% or more.


 






    	 	- C-1 -	 



     


    

 


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


 


The Rights are not exercisable
until the Distribution Date. The Rights will expire on the first to occur of: (a) a majority of holders of Unaffiliated Shares
approving the merger as contemplated by the Integration Agreement, (b) the termination of the Integration Agreement in accordance
with its terms, and (c) November 22, 2021 (the “Final Expiration Date”), unless the Rights are earlier
redeemed by the Company as described below.


 


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


 


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


 


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


 






    	 	- C-2 -	 



     


    

 


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


 


From and after the time
any Person becomes an Acquiring Person, if the Rights evidenced by this Right Certificate are or were at any time on or after the
earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Agreement) acquired
or Beneficially Owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in
the Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights.


 


In the event that, at
any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction
or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number
of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times
the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights Beneficially Owned by the Acquiring Person and its Affiliates and Associates (which will
thereafter be void), will thereafter have the right to receive upon exercise that number of Voting Common Shares having a market
value of two times the exercise price of the Right. If the Company does not have sufficient Voting Common Shares to satisfy such
obligation to issue Voting Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the
exercise price of a Right an amount of cash or securities equivalent in value to the Voting Common Shares issuable upon exercise
of a Right; provided, that if the Company fails to meet such obligation within 30 days following the date a Person becomes
an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then
in effect, Voting Common Shares (to the extent available) and cash equal in value to the difference between the value of the Voting
Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may
extend the 30-day period described above for up to an additional 90 days to permit the taking of action that may be necessary to
authorize sufficient additional Voting Common Shares to permit the issuance of Voting Common Shares upon the exercise in full of
the Rights.


 


At any time after any
Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Voting
Common Shares, the Board of Directors may exchange the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one Voting Common Share per Right (subject to adjustment).


 


With certain exceptions,
no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth
of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.


 






    	 	- C-3 -	 



     


    

 


At any time prior to
10 days following the date on which any Person becomes an Acquiring Person, the Board of Directors may redeem the Rights in whole,
but not in part, at a price of $0.01 per Right (the “Redemption Price”). The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.


 


The terms of the Rights
may be amended by the Board of Directors without the consent of the holders of the Rights, except that from and after such time
as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other
than the Acquiring Person and its Affiliates and Associates).


 


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


 


A copy of the Agreement,
including a copy of the form of Certificate of Designation, will be filed with the Securities and Exchange Commission as an Exhibit to
a Registration Statement on Form 8-A. A copy of the Agreement is available free of charge from the Company. This summary description
of the Rights does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is incorporated
herein by reference. This summary description of the rights, powers, preferences and other terms of the Preferred Shares does not
purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, as the same may be amended
from time to time, which is incorporated herein by reference.


 






    	 	- C-4 -